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KORE POTASH PLC - Audited Financial Report for the financial year ended 31 December 2018

Release Date: 29/03/2019 12:15
Code(s): KP2     PDF:  
 
Wrap Text
Audited Financial Report for the financial year ended 31 December 2018

Kore Potash plc
(Incorporated in England and Wales)
Registration number 10933682
ASX share code: KP2
AIM share code: KP2
JSE share code:KP2
ISIN: GB00BYP2QJ94
(“Kore Potash” or the “Company”)


                         AUDITED FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018

The Board of Kore Potash plc is pleased to announce the publication of the annual financial report of the Company, the potash exploration
and development Group, whose flagship asset is the Sintoukola Potash Project, located within the RoC, for the year ended 31 December
2018.

The full financial report is available online at the Company’s website www.korepotash.com

A Glossary of Terms is available at the bottom of this announcement.

Summary of key developments

•   On 9 February 2018, the Company through its subsidiary, SPSA, was awarded the Sintoukola 2 Exploration Permit by the government of
    the RoC. This permit covers areas the Company believes are prospective for sylvinite mineralisation, and is valid for three years, following
    which it may be renewed twice, each time for a further period of two years.

•   On 29 March 2018, Kore Potash completed its listing on AIM as well as the main board of the JSE, in addition to retaining its ASX listing.

•   USD 13.14 million was raised through the placing and direct subscription of new ordinary shares in the Company and through a
    convertible loan note which was subsequently converted into ordinary shares in the Company on 27 July 2018.

•   Appointment of Mr José Antonio Merino as a Non-Executive Director on 23 May 2018. José Antonio was nominated by SQM and
    replaced Pablo Altimiras, whose resignation was announced on 26 April 2018.

•   Appointment of Mr Brad Sampson as CEO and Executive Director, effective from 4 June 2018, replacing Mr Sean Bennett, who resigned
    with effect from the same date.

•   On 20 August 2018, a maiden Mineral Resource Estimate for the Dougou Extension Deposit was announced, totalling 232 Mt with an
    average grade of 38.1% KCl. The Dougou Extension Deposit is located approximately 15 km southwest of the Company’s Kola sylvinite
    Deposit. The Mineral Resource Estimate was reported in accordance with the JORC Code.

•   On 30 August 2018, a new DUP, which was previously signed by the Ministry of Land Affairs and Public Domain, was gazetted. The DUP
    covers the entire Project land area and provides the framework of compensation arrangements required under RoC laws due to the
    Group’s intended activity on the land area.

•   A licence to use an offshore area for the transhipment of potash and the discharge of waste brine was authorised by the Minister of
    Transport, Civil Aviation and Merchant Marine of the RoC and issued on 6 September 2018.

•   On 21 November 2018 Kore Potash announced two Exploration Targets for sylvinite. The Exploration Targets were reported in
    accordance with the JORC Code and are as follows:
    o Kola South; the potential southward extension of the Kola deposit has an Exploration Target of 95 to 175 Mt with an average grade
         of between 34 and 42% KCl.
    o Dougou Extension North; the potential northward extension of the Dougou Extension Deposit has an Exploration Target of 320 to
         600 Mt with an average grade of between 30 and 38% KCl.

    The potential quantity and grade of an Exploration Target is conceptual in nature and is an approximation. There has been insufficient
    exploration at Kola South and Dougou Extension North to estimate Mineral Resources and it is uncertain if further exploration will result
    in the estimation of Mineral Resources.

•   The Mining Convention covering the proposed staged development of the Kola and Dougou Mining Licenses was gazetted into law on
    29 November 2018 following ratification by the Parliament of the RoC.

•   The Company completed its review of the Kola DFS and released a summary of results to Shareholders on 29 January 2019. This included
    the reporting of:
    o Proved and Probable Ore Reserves for the Kola Deposit totalling 152.4Mt with an average grade of 32.5% KCl.
      o    Post-tax, NPV10 (real) of USD 1,452 million and a real ungeared Internal Rate of Return of 17% on an attributable basis at life-of-
           mine average MoP prices for granular of USD 360 per tonne CFR Brazil and standard of USD 350 per tonne CFR Brazil.

      Further details of the summary of the Kola DFS is available on the Company’s website.

•     The FC who undertook the DFS was contracted to provide the Company with an EPC proposal, for the construction of Kola, within 3
      months of the completion of the DFS. The FC submitted the EPC proposal to the Company on 23 March 2019, which was past the due
      date of 28 February 2019. The Company will now review the options available to it for the way forward with the Kola Project.

•     The amended Kola ESIA was completed and submitted to the regulator for review prior to submission to the Minister of Environment
      for approval.


Summary of financials
`
•  During the year ended 31 December 2018, the Group incurred a loss of USD 6.3 million and experienced net cash outflows from
   operating and investing activities of USD 23.1 million. Cash and cash equivalents totalled USD 6.2 million as at 31 December 2018.

•     The Directors have prepared a cash flow forecast for the period ending 31 December 2020, which indicates that the Group will not have
      sufficient liquidity to meet its working capital requirements to the end of the going concern period, primarily being corporate costs,
      exploration expenditure, and DFS costs related to the Kola Project. Please refer to the Note 1 to the financial statements for more detail
      on the going concern statement.

•     Accordingly the Directors have resolved to undertake certain mitigating actions including a capital raise in the second quarter of 2019.
      The Company has begun discussions with its major shareholders with regards to its near and mid-term funding requirements.


Brad Sampson, Chief Executive Officer of Kore Potash commented:

“I joined as Chief Executive of Kore Potash for one fundamental reason – the extremely high quality of the assets in the Sintoukola basin and
the potential to bring an entirely new, globally significant potash district into production.

I firmly believe that this a project that needs to be built, a combination of our high grade, shallow depth, and proximity to the coast means
that we can produce MOP at, or amongst, the lowest operating costs anywhere in the world. Combined with the huge size of the resource
this means that the basin can supply an increasing global demand for fertiliser for decades, and longer, to come.

I know that our shareholders, the government of the Republic of Congo, and our local communities wholeheartedly share the Company’s
ambition to see Sintoukola in production as soon as it is possible and I look forward to updating all stakeholders on our progress. While there
is still a significant amount of work ahead I am confident that we will achieve our goals.”

29 March 2019
JSE Sponsor: Rencap Securities (Pty) Limited


                                    For further information, please visit www.korepotash.com or contact:

    Kore Potash                                                             Tel: +27 11 469 9140
    Brad Sampson – CEO                                                      info@korepotash.com

    Tavistock Communications                                                Tel: +44 (0) 20 7920 3150
    Jos Simson                                                              kore@tavistock.co.uk
    Edward Lee

    Canaccord Genuity – Nomad and Broker                                    Tel: +44 (0) 20 7523 4600
    Martin Davison                                                          korepotash@canaccordgenuity.com
    James Asensio


Corporate activities

•     On 29 March 2018 the Company successfully completed its admission to AIM and a concurrent secondary listing of its ordinary shares
      on the main board of the JSE as part of its strategy to better access capital markets where there is a strong understanding of large scale
      African mining projects and therefore attract a broader investor base.

•     The Company also raised gross aggregate proceeds of USD 12.89 million, comprising a total of USD 12.89 million from the Placees
      through the placing and direct subscription of 83,523,344 ordinary shares in the Company at a placing price of AUD 0.20 per new
    Ordinary Share. In addition, the Company raised USD 250,000 from the Chairman, Mr David Hathorn, through a convertible loan note
    that subsequently converted into ordinary shares upon shareholder approval at the AGM of the Company held on 27 June 2018. The
    Placees and the Chairman were granted 13,144,659 equity warrants on the basis of one equity warrant for every USD 1.00 invested
    exercisable at AUD 0.30 for one ordinary share with a 3 year subscription period.

•   Brad Sampson was appointed as CEO and Executive Director on 4 June 2018. Brad, a mining engineer, has more than 25 years’ resources
    industry experience across numerous locations including West and Southern Africa. In addition to significant mine development and
    operating experience, Brad has held leadership positions at several publicly listed companies. Brad was most recently CEO of Australian
    Securities Exchange listed Tiger Resources. Prior to this Brad held senior positions at Newcrest Mining Ltd and was CEO at AIM/ASX
    listed Discovery Metals Ltd. Other notable positions include General Manager at Goldfields operations in South Africa and Australia.

•   Appointment of José Antonio Merino as a Non-Executive Director nominated by SQM. José Antonio joined SQM in 2016 and is currently
    Mergers and Acquisitions Director, prior to which he worked at EPG partners as head of a mining private equity fund, at Asset Chile, a
    Chilean boutique investment bank and at Santander Investment. He is a qualified civil engineer having graduated from Pontificia
    Universidad Catolica de Chile.

•   Appointment of SJCS, a London based specialist company secretarial and corporate administration services provider, as interim joint
    company secretary with effect from 1 October 2018. SJCS joins current Joint Company Secretary, Henko Vos (based in Perth, Western
    Australia). The Board received and accepted the resignation of Francesca Wilson as Joint Company Secretary of the Company with effect
    from 30 September 2018.


Operational and exploration activity

Kola Sylvinite Project

Mining Convention
•   The Mining Convention covering the proposed staged development of the Kola and Dougou Mining Licenses was gazetted into law on
    29 November 2018 following ratification by the Parliament of the RoC. The gazetting of the Mining Convention provides security of title
    and the right to develop and operate the Kola Project as well as the adjacent Dougou and Dougou Extension deposits. Under the Mining
    Convention the RoC government will be granted a 10% carried equity interest in the project companies (DPM and KPM, which are wholly
    owned by SPSA).

•   The Mining Convention concludes the framework envisaged in the 25-year renewable Kola and Dougou Mining Licences granted in
    August 2013 and May 2017, respectively. The Mining Convention provides certainty and enforceability of the key fiscal arrangements
    for the development and operation of Kola and Dougou Mining Licenses, which amongst other items include import duty and VAT
    exemptions and agreed tax rates during mine operations. See Note 7 to the financial statements for further details on the terms and
    conditions of the Mining Convention.

•   The Mining Convention provides strengthened legal protection of the Company’s investments in the RoC through the settlement of
    disputes by international arbitration.


ESIA
•    The Kola ESIA was performed during 2012 and approved on 10 October 2013 following the issuance of the certificate of environmental
     compliance by the Minister of Environment of the RoC. This constituted a key regulatory requirement to be granted the Kola Mining
     License.

•   The Kola DFS design has incorporated a number of value-adding design changes since the approval of the ESIA and the Company has
    undertaken to amend the ESIA accordingly.

•   In December 2018, the amended ESIA was submitted to the regulator for review, prior to the Minister of Environment’s final approval.
    The Company anticipates receipt of the approved amended ESIA in H1 2019.


DFS Update
•   The Company completed its review of the Kola DFS and released a summary of results to Shareholders on 29 January 2019. As part of
    the DFS, Met-Chem, a division of DRA Americas Inc., (a subsidiary of the DRA Group) completed an Ore Reserve Estimate for the Kola
    Sylvinite Deposit. The Ore Reserves total 152.4 Mt with average grade of 32.5% KCl. The estimate of Ore Reserves was completed by
    Met-Chem DRA Global and was prepared in accordance with the JORC Code. Table 1 on page Error! Bookmark not defined. provides
    the Proved and Probable Kola Sylvinite Ore Reserves. Further details of the summary of the Kola DFS is available on the Company’s
    website.

•   The announcement made on 29 January 2019, which is available on the Company’s website, included the following highlights from the
    Kola DFS:
    Business case highlights potential of the Kola asset
    o Post-tax, NPV10 (real) of USD 1,452 million and a real ungeared Internal Rate of Return of 17% on an attributable basis at life-of-
        mine average MoP prices for granular of USD 360 per tonne CFR Brazil and standard of USD 350 per tonne CFR Brazil.
    o Operating cash margin averaging 75%.
    o Average annual EBITDA of approximately USD 585 million.
    o 24% annual free cash return on invested capital.
    o Average annual free cash flow, post-tax, post commissioning of approximately USD 500 million.
    o 4.3-year post-tax payback period from first production.

    Industry leading operating costs and cost of sales
    o Mine gate operating cost (pre-transshipment) averaging USD 61.71 per tonne, which is in the lowest cost quartile globally based on
        equivalent CRU market data.
    o Kola forecast to be the lowest cost potash supplier CFR Brazil based on CRU market data.
    o Average cost of MoP delivered to Brazil of USD 102.47 per tonne.

    Long life and high quality asset
    o Nameplate production target of 2.2 Mtpa MoP over a 33 year life, with a scheduled life of 23 years based primarily on Ore Reserves
        and including 6% Inferred Mineral Resource and a further 10 years based entirely on Inferred Mineral Resources (in each case,
        reported in accordance with the JORC Code).
    o There is a low level of geological confidence associated with inferred mineral resources and there is no certainty that further
        exploration work will result in the determination of indicated mineral resource or that the production target itself will be realised.
    o Kola Project Ore Reserves of 152.4 Mt with average KCl grade of 32.5%, reported in accordance with the JORC Code.

    Capital program aligned with industry averages
    o Pre-production capital cost of USD 2.1 billion (on EPCM basis) which includes USD 110 million contingency, USD 106 million of
        escalation and USD 89 million EPCM margin.
    o Pre-production capital intensity of USD 956 per tonne MoP annual capacity is in second quartile relative to MoP industry peers and
        suggests that further capital optimisation is possible.
    o 46-month construction period, with a commencement date to be determined following advancement of construction contract
        negotiations and project financing.

    Upside potential
    o Review of the DFS by Kore and its third party independent consultants have identified opportunities to further improve and optimise
        the project indicating that the work completed to date by the FC has not fully optimised the Kola Project.
    o Due to high operating margin and high free cash return on invested capital the Company’s financial advisors (Rothschild & Co) has
        indicated that the project has a debt carrying potential of up to USD 1.4 billion.

•   The FC was contracted to provide the Company with an EPC proposal, for the construction of Kola, within 3 months of the completion
    of the DFS. The FC submitted the EPC proposal to the Company on 23 March 2019, which was past the due date of 28 February 2019.
    The Company will now review the options available to it for the way forward with the Kola Project.

Workstreams initiated with RoC stakeholders and authorities

•   On 30 August 2018, a new DUP, which was previously signed by the Ministry of Land Affairs and Public Domain, was gazetted. The DUP
    covers the entire Project land area (mine, over land conveyor, process plant and services corridors) provides the framework of
    compensation arrangements required under RoC laws due to the Group’s activity on the land area.

•   On 12 September 2018, the Company announced final approval from the Minister of Transport, Civil Aviation and Merchant Marine for
    the use of the preferred transhipment zone. This confirms the design assumption on the transhipment arrangement in accordance with
    the Kola DFS design and costing.

•   On 16 October 2018, the Company received a letter of comfort from the Ministry of Energy and Hydraulic of the RoC confirming the
    Company’s exclusive rights to operating the power transmission line when financed and built by the Company for the mining project.


Exploration
Dougou Extension maiden Mineral Resource
Based on the drilling completed in 2017 and interpretation of earlier drilling and seismic survey data the Company declared a maiden Mineral
Resource Estimate for the Dougou Extension Deposit, first reported on 20 August 2018 and reported in accordance with the JORC Code.

Total sylvinite Mineral Resources at Dougou Extension are 232 Mt of sylvinite grading 38.1% KCl, comprised of:
•    Indicated Mineral Resource of 111 Mt sylvinite grading 37.2% KCl, and
•    Inferred Mineral Resource of 121 Mt sylvinite grading 38.9 %KCl.

The sylvinite at Dougou Extension is contained within two seams, the Top Seam (TS) and the Hangingwall Seam (HWS), separated by between
10 and 15 m of rock-salt. The seams are at a depth of between 310 metres and 490 metres below surface. The Mineral Resource Estimate
was based upon data for 13 holes within or around the deposit area, drilled by Kore or previous explorers. The interpretation of
approximately 160 line km of oil-industry 2D seismic survey data aided modelling of surfaces between the drill-holes. Table 1 includes the
Mineral Resource Estimate for Dougou Extension.

Exploration Targets at Dougou Extension North and Kola South
On 20 November 2018, the Company announced Exploration Targets for sylvinite, as follows:
     o ‘Kola South’, the potential southward extension to the Kola Deposit; 95 to 175 Mt with average grade of between 34 and 42% KCl,
     o ‘Dougou Extension North’, the potential northward extension to the Dougou Extension Deposit; 320 to 600 Mt with an average
          grade of between 30 and 38% KCl,

An Exploration Target is not a Mineral Resource but a statement of exploration potential. The Exploration Targets were based on an
interpretation of all available Company and historical drilling and 2D seismic survey data and the Company’s understanding of the controls
on sylvinite mineralisation.

Changes to Potash Mineral Resources and Ore Reserves between 2017 and 2018
Table 1 provides a comparison of the Company’s Mineral Resources and Ore Reserves, year-on-year between 2017 and 2018, as per ASX
Listing rule 5.21.4. Since 2017 the Company has added the Dougou Extension sylvinite Mineral Resource and the Kola deposit sylvinite Ore
Reserves.

Table 1. Comparison of Potash Mineral Resources and Ore Reserves year-on-year between 2017 and 2018 (including Ore Reserves as
announced on 29 January 2019)



 MINERAL RESOURCES                                                   2017                                       2018
                                                       Million     Grade      Contained          Million      Grade      Contained
                           Category
                                                       Tonnes      KCl %       KCl (Mt)          Tonnes       KCl %       KCl (Mt)
                           Measured                     216         34.9          75              216          34.9          75
                           Indicated                    292         35.7         104              292          35.7         104
                           Measured + Indicated         508         35.4         180              508          35.4         180
 Kola Sylvinite Deposit

                           Inferred                      340        34.0         116              340          34.0         116
                           TOTAL                         848        34.8         295              848          34.8         295

                           Measured                        -          -            -               0           0.0           0
                           Indicated                       -          -            -              111          37.2          41
 Dougou Extension          Measured + Indicated            -          -            -              111          37.2          41
 Sylvinite Deposit
                           Inferred                        -          -            -              121          38.9          47
                           TOTAL                           -          -            -              232          38.1          88

                           Measured                      341        17.4          59              341          17.4          59
                           Indicated                     441        18.7          83              441          18.7          83
                           Measured + Indicated          783        18.1         142              783          18.1         142
 Kola Carnallite Deposit

                           Inferred                     1,266       18.7         236             1,266         18.7         236
                           TOTAL                        2,049       18.5         378             2,049         18.5         378

                           Measured                      148        20.1          30              148          20.1          30
                           Indicated                     920        20.7         190              920          20.7         190
 Dougou Carnallite         Measured + Indicated         1,068       20.6         220             1,068         20.6         220
 Deposit
                           Inferred                     1,988       20.8         414             1,988         20.8         414
                           TOTAL                        3,056       20.7         634             3,056         20.7         634

                           Measured                      705        23.3         165              705          23.3         165
                           Indicated                    1,653       22.8         377             1,764         23.7         419
 TOTAL MINERAL
                           Measured + Indicated         2,358       23.0         542             2,469         23.6         583
 RESOURCES

                           Inferred                     3,594       21.3                         3,715         21.9         813
                               TOTAL                      5,953        22.0       1,307             6,185         22.6         1,396


 ORE RESERVES                                                           2017                                       2018
                                                         Million       Grade    Contained          Million       Grade      Contained
                               Category
                                                         Tonnes        KCl %     KCl (Mt)          Tonnes        KCl %       KCl (Mt)
                               Proved                       -            -           -               61.8         32.1        19.8
  Kola Sylvinite Deposit       Probable                     -            -           -               90.6         32.8        29.7
                               TOTAL                        -            -           -              152.4         32.5          49.5


Notes: 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 the Met-Chem division of DRA Americas Inc., a subsidiary of the DRA Group. The Ore Reserve Estimate
for Kola was first reported 29 January 2019 in an announcement titled ‘Kola Definitive Feasibility Study’ and was prepared by Met-Chem. The
Dougou carnallite Mineral Resource Estimate was reported 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 ERCOSPLAN Ingenieurgesellschaft Geotechnik
und Bergbau mbH. The Dougou Extension sylvinite Mineral Resource Estimate was reported 20 August 2018 in an announcement titled
‘Maiden Sylvinite Mineral Resource at Dougou Extension’. It was prepared by Competent Person Mr. Andrew Pedley a full-time employee of
Kore Potash.


New Exploration Permit
SPSA was awarded a new Exploration Licence, Sintoukola 2, by Presidential Decree 2018-34 dated 9 February 2018 granting exploration
rights for 3 years which can be renewed twice for periods of 2 years each, covering an area of 294.4km2 adjoining the Dougou Mining Lease,
covering prospective ground for sylvinite to the northwest of the latter.

               Figure1. Location of the Sintoukola Project showing the Kola, Dougou and Dougou Extension Projects
                                      (image available in full report at www.korepotash.com)


Competent person statement

The information relating to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves in this report is based on, or
extracted from previous reports referred to herein, and is available to view on the Company’s website www.korepotash.com The Kola
Mineral Resource Estimate was reported on 6 July 2017 in an announcement titled ‘Updated Mineral Resource for the High Grade Kola
Deposit’. It was prepared by Competent Person Mr. Garth Kirkham, P.Geo., of Met-Chem division of DRA Americas Inc., a subsidiary of the
DRA Group, and a member of the Association of Professional Engineers and Geoscientists of British Columbia. The Ore Reserve Estimate for
sylvinite at Kola was first reported on 29 January 2019 in an announcement titled ‘Kola Definitive Feasibility Study’ and was prepared by Met-
Chem; the Competent Person for the estimate is Mr. Molavi, member of good standing of Engineers and Geoscientists of British Columbia.
The Dougou carnallite Mineral Resource Estimate was reported on 9 February 2015 in an announcement titled ‘Elemental Minerals
Announces Large Mineral Resource Expansion and Upgrade for the Dougou Potash Deposit’. It was prepared by Competent Persons Dr.
Sebastiaan van der Klauw and Ms. Jana Neubert, senior geologists and employees of ERCOSPLAN Ingenieurgesellschaft Geotechnik und
Bergbau mbH and members of good standing of the European Federation of Geologists. The Dougou Extension sylvinite Mineral Resource
Estimate was reported on 20 August 2018 in an announcement titled ‘Maiden Sylvinite Mineral Resource at Dougou Extension’. It was
prepared by Competent Person Mr. Andrew Pedley a full-time employee of Kore Potash, a registered professional natural scientist with the
South African Council for Natural Scientific Professions and member of the Geological Society of South Africa. The Company confirms that it
is not aware of any new information or data that materially affects the information included in the original market announcements and, in
the case of estimates of Mineral Resources or Ore Reserves that all material assumptions and technical parameters underpinning the
estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form
and context in which the Competent Person’s findings are presented have not been materially modified from the original market
announcement.

Business model

The Company’s business strategy for the financial year ahead and, in the foreseeable future, is to continue exploration and development
activities on the Company’s existing potash mineral projects in the RoC. The Company’s current activities do not generate any revenues or
positive operating cash flow. Future development necessary to commence production will require significant capital expenditures.

Position and principal risks

The Company’s business strategy is subject to numerous risks, some outside the Board’s and management’s control. These risks can be
specific to the Company, generic to the mining industry and generic to the stock market as a whole. The key risks, expressed in summary
form, affecting the Group and its future performance include but are not limited to:

     o    capital requirement and ability to attract future funding;
     o    country risk in Republic of Congo;
     o    change in potash commodity prices and market conditions;
     o    geological and technical risk posed to exploration and commercial exploitation success;
     o    environmental and occupational health and safety risks;
     o    government policy changes; and
     o    retention of key staff.

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.

Key Performance Indicators

Given the nature of the business and that the Group is in an exploration and development phase of operations, the Directors are of the
opinion that analysis using KPIs is not appropriate for an understanding of the development, performance or position of our businesses at
this time.

Forward-looking statements

This report contains statements that are "forward-looking". Generally, the words "expect," “potential”, "intend," "estimate," "will" and
similar expressions identify forward-looking statements. By their very nature and whilst there is a reasonable basis for making such
statements regarding the proposed placement described herein; forward-looking statements are subject to known and unknown risks and
uncertainties that may cause our actual results, performance or achievements, to differ materially from those expressed or implied in any of
our forward-looking statements, which are not guarantees of future performance. Statements in this report regarding the Company's
business or proposed business, which are not historical facts, are "forward looking" statements that involve risks and uncertainties, such as
resource estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the
Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and
conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those
currently anticipated in such statements.

Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made.

                                  STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
                                              FOR THE YEAR ENDED 31 DECEMBER 2018

                                                                                 Parent                       Consolidated Entity
                                                          Note        Dec 2018            Dec 2017         Dec 2018        Dec 2017
                                                                        USD                 USD              USD             USD
  Continuing Operations
  Interest income                                                                 -                  -           72,873             50,858
  Net realised and unrealised
  foreign exchange gains                                                     6,679                   -            2,886         2,864,226

  Directors remuneration                                                 (158,733)                  -         (812,575)          (365,371)
  Equity compensation benefits                            2(a)           (695,345)           (75,546)         (695,345)        (1,919,924)
  Salaries, employee benefits and consultancy             2(c)
  expense                                                                 (19,849)                  -       (1,325,505)        (1,595,607)
  London listing and re-domicile expenses                                (304,030)                  -       (1,200,192)        (1,549,554)
  Administration expenses                                 2(b)           (654,635)           (16,774)       (2,323,176)        (1,746,603)
  Fair value change in derivative financial liability                      110,114                  -           110,114                  -
  Interest and finance expenses                                                  -                  -          (81,407)           (39,378)
  Loss before income tax expense                                       (1,715,799)           (92,320)        (6,252,327)       (4,301,353)

  Income tax                                                3                    -                  -           (17,039)          (42,969)
  Loss for the year from continuing operations                         (1,715,799)           (92,320)        (6,269,366)       (4,344,322)

  Other comprehensive income/(loss)
  Items that may be classified subsequent to profit
  or loss
  Exchange differences on translating foreign
  operations                                                                      -                  -       (7,104,236)       13,590,884
  Other comprehensive income/(loss) for the year                                  -                  -       (7,104,236)       13,590,884
TOTAL COMPREHENSIVE (LOSS) / INCOME FOR
THE YEAR                                                             (1,715,799)          (92,320)     (13,373,602)    9,246,562

Loss attributable to:
Owners of the Company                                               (1,715,799)           (92,320)      (6,249,696)   (4,344,322)
Non-controlling interest                                                      -                  -         (19,670)             -
                                                                    (1,715,799)           (92,320)      (6,269,366)   (4,344,322)

Total comprehensive (loss)/income attributable
to:
Owners of the Company                                               (1,715,799)           (92,320)     (12,832,564)    9,246,562
Non-controlling interest                                                      -                  -        (541,038)            -
                                                                    (1,715,799)           (92,320)     (13,373,602)    9,246,562

Basic and diluted loss per share (cents per share)       24               (0.00)            (0.00)           (0.75)        (0.57)


                           The accompanying notes from pages 12 to 54 form part of these financial statements.
                                      STATEMENTS OF FINANCIAL POSITION
                                                   AS AT 31 DECEMBER 2018

                                                                               Parent                     Consolidated Entity
                                                       Note         Dec 2018            Dec 2017       Dec 2018        Dec 2017
                                                                      USD                 USD            USD             USD
CURRENT ASSETS
Cash and cash equivalents                                4                    -                   -      6,187,113      16,455,490
Trade and other receivables                              5           12,681,197              58,857        345,155         281,136
TOTAL CURRENT ASSETS                                                 12,681,197              58,857      6,532,268      16,736,626

NON CURRENT ASSETS
Trade and other receivables                              5                    -                   -        120,922         139,163
Property, plant and equipment                            6                    -                   -        302,255         413,801
Exploration and evaluation expenditure                   7                    -                   -    149,863,323     140,254,520
Investment in subsidiary                                 8          139,350,094         139,350,094              -               -
TOTAL NON CURRENT ASSETS                                            139,350,094         139,350,094    150,286,500     140,807,484

TOTAL ASSETS                                                        152,031,291         139,408,951    156,818,768     157,544,110


CURRENT LIABILITIES
Trade and other payables                                 9              144,217              10,000      1,702,392       3,258,054
Derivative financial liability                          10              503,398                   -        503,398               -
TOTAL CURRENT LIABILITIES                                               647,615              10,000      2,205,790       3,258,054

TOTAL LIABILITIES                                                       647,615              10,000      2,205,790       3,258,054

NET ASSETS                                                          151,383,676         139,398,951    154,612,978     154,286,056

EQUITY
Contributed equity – Ordinary Shares                    11               860,852            771,396         860,852         771,396
Redeemable Preference Shares                                                   -              65,631              -          65,631
Reserves                                                12          152,944,455         138,654,244    213,644,634     206,805,823
Accumulated losses                                                   (2,421,631)            (92,320)   (59,331,800)    (53,356,794)
EQUITY ATTRIBUTABLE TO OWNERS OF THE
COMPANY                                                             151,383,676         139,398,951    155,173,686     154,286,056
Non-controlling interests                                                     -                   -      (560,708)               -
TOTAL EQUITY                                                        151,383,676         139,398,951    154,612,978     154,286,056


                          The accompanying notes from pages 12 to 54 form part of these financial statements.
                                                                                 STATEMENTS OF CHANGES IN EQUITY
                                                                               FOR THE YEAR ENDED 31 DECEMBER 2018

Consolidated Entity                                                                        Foreign
                                                          Share-Based       Share         Currency                       Redeemable                     Equity Attributable to
                                                           Payments       Premium       Translation                       Preference     Accumulated the Shareholders of                        Total
                                        Ordinary Shares     Reserve       Reserve         Reserve     Merger Reserve        Shares          Losses         Kore Potash plc       NCI           Equity
                                Note         USD              USD            USD            USD           USD                USD             USD                 USD             USD            USD
Balance at 1 January 2017                  200,572,926       36,279,828             -    (22,338,631)               -                  -   (75,637,134)           138,876,989            -   138,876,989

Loss for the period                                   -               -             -               -                -                 -     (4,344,322)           (4,344,322)           -    (4,344,322)
Other comprehensive
income for the year                                   -               -             -     13,590,884                 -                 -                 -         13,590,884            -    13,590,884
Total comprehensive
(loss)/income for the year                            -               -             -     13,590,884                 -                 -     (4,344,322)            9,246,562            -     9,246,562

Transfer of previously lapsed
options                       12(a)                   -    (26,624,662)             -               -                -                 -     26,624,662                      -           -              -
Issue of redeemable
preference shares                                     -               -             -               -               -           65,631                   -             65,631            -        65,631
Share issue (net of costs)                    3,937,270         239,680             -               -               -                -                   -          4,176,950            -     4,176,950
Share based payments          12(a)                   -       1,919,924             -               -               -                -                   -          1,919,924            -     1,919,924
Scheme of Arrangement         12(d)       (203,738,800)               -             -               -     203,738,800                -                   -                  -            -             -
Balance at
31 December 2017                               771,396      11,814,770              -     (8,747,747)     203,738,800           65,631      (53,356,794)          154,286,056            -   154,286,056

Loss for the period                                   -               -             -               -                -                 -     (6,249,696)           (6,249,696)    (19,670)    (6,269,366)
Other comprehensive loss
for the year                                          -               -             -     (6,563,198)                -                 -                 -         (6,563,198)   (541,038)    (7,104,236)
Total comprehensive
(loss)/income for the year                            -               -             -     (6,563,198)                -                 -     (6,249,696)         (12,812,894)    (560,708)   (13,373,602)

Transfer of previously lapsed
options                         12(a)                -        (888,202)            -                -                -                 -           888,202                  -            -             -
Share issue (net of costs)                      89,456                -   13,054,936                -                -                 -                 -         13,144,392            -    13,144,392
Free-attaching warrants                              -                -            -                -                -                 -         (613,512)          (613,512)            -     (613,512)
Redemption of redeemable
preference shares                                     -               -             -               -                -         (65,631)                  -            (65,631)           -       (65,631)
Share based payments            12(a)                 -       1,235,275             -               -                -                -                  -          1,235,275            -     1,235,275
Balance at
31 December 2018                               860,852      12,161,843    13,054,936     (15,310,945)     203,738,800                  -    (59,331,800)          155,173,686    (560,708)   154,612,978

                                                           The accompanying notes from pages 12 to 54 form part of these financial statements.
                                                                                 STATEMENTS OF CHANGES IN EQUITY
                                                                               FOR THE YEAR ENDED 31 DECEMBER 2018

Parent
                                                         Share Based         Share                                        Redeemable                          Equity Attributable to
                                                          Payments         Premium                      Reorganisation     Preference       Accumulated        the Shareholders of                 Total
                                       Ordinary Shares     Reserve         Reserve       Merger Reserve    Reserve           Shares            Losses            Kore Potash plc       NCI        Equity
                               Note         USD             USD               USD            USD             USD              USD               USD                    USD             USD         USD
Balance at 25 August 2017
(date of incorporation)                              -                 -             -                -               -                 -                 -                        -         -              -

Loss for the period                                  -                 -             -                -               -                 -        (92,320)                  (92,320)          -      (92,320)
Other comprehensive
income for the period                                -                 -             -                -               -                 -                 -                        -         -              -
Total comprehensive
(loss)/income for the period                         -                 -             -                -               -                 -        (92,320)                  (92,320)          -      (92,320)

Issue of redeemable
preference shares                                    -                 -             -                -               -         65,631                    -                  65,631          -        65,631
Share issuance under
Scheme of Arrangement                         771,396      11,739,224                -      203,738,800    (76,899,326)                 -                 -            139,350,094           -   139,350,094
Share based payments           12(a)                -          75,546                -                -               -                 -                 -                 75,546           -        75,546
Balance at 31 December
2017                                          771,396      11,814,770                -      203,738,800    (76,899,326)         65,631           (92,320)              139,398,951           -   139,398,951

Loss for the period                                  -                 -             -                -               -                 -     (1,715,799)               (1,715,799)          -   (1,715,799)
Other comprehensive
income for the year                                  -                 -             -                -               -                 -                 -                        -         -              -
Total comprehensive
(loss)/income for the year                           -                 -             -                -               -                 -     (1,715,799)               (1,715,799)          -   (1,715,799)

Transfer of previously
lapsed options                 12(a)                -        (888,202)          -                     -        888,202                  -               -                        -           -             -
Share issue (net of costs)                     89,456                - 13,054,936                     -              -                  -               -               13,144,392           -    13,144,392
Free-attaching warrants                             -                -          -                     -              -                  -       (613,512)                (613,512)           -     (613,512)
Redemption of redeemable
preference shares                                    -               -               -                -               -        (65,631)                   -                 (65,631)         -       (65,631)
Share based payments           12(a)                 -       1,235,275               -                -               -               -                   -               1,235,275          -     1,235,275
Balance at 31 December
2018                                          860,852      12,161,843 13,054,936            203,738,800    (76,011,124)                 -     (2,421,631)              151,383,676           -   151,383,676

                                                          The accompanying notes from pages 12 to 54 form part of these financial statements.
                                      STATEMENTS OF CASH FLOWS
                                       FOR THE YEAR ENDED 31 DECEMBER 2018


                                                                          Parent                        Consolidated Entity
                                                    Note       31 Dec 2018     31 Dec 2017         31 Dec 2018      31 Dec 2017
                                                                   USD             USD                 USD              USD
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees                               (1,178,545)                  -        (6,017,020)     (4,957,110)
Income tax paid                                                             -                  -           (37,030)               -
Net cash used in operating activities                14           (1,178,545)                  -        (6,054,050)     (4,957,110)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment                                                                          (8,452)          (94,262)
Payments for exploration activities                                          -                 -     (17,104,196)      (28,023,569)
Interest received                                                            -                 -           68,528            50,858
Net cash used in investing activities                                        -                 -     (17,044,120)      (28,066,973)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares                                      12,894,392                  -        12,894,392          5,000,000
Payment for share issue costs                                               -                  -                 -          (823,050)
Proceeds from issue of convertible loan note                          250,000                  -           250,000                  -
Amounts advanced to related parties                              (11,965,847)                  -                 -                  -
Net cash provided by financing activities                           1,178,545                  -        13,144,392          4,176,950

Net (decrease)/increase in cash & cash
equivalents held                                                             -                 -        (9,953,778)    (28,847,133)

Cash and cash equivalents at beginning of
financial year                                                               -                 -      16,455,490)      42,609,786)
Foreign currency differences                                                 -                 -        (314,599)       2,692,837)
Cash and cash equivalents at end of financial
year                                                  4                      -                 -         6,187,113      16,455,490


                  The accompanying notes from pages 12 to 54 form part of these financial statements.


                                          NOTES TO THE FINANCIAL STATEMENTS
                                         FOR THE YEAR ENDED 31 DECEMBER 2018

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company is a public company incorporated and registered in England and Wales with primary dual listing on the AIM
market and on the ASX, and a secondary listing on the JSE. The consolidated financial statements of the Company as at and
for the year ended 31 December 2018 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.

On 31 August 2017, Kore Potash Limited announced that it proposed to re-domicile in the United Kingdom by way of a
scheme of arrangement (Scheme) between Kore Potash Limited and its shareholders. The Scheme was approved by the
shareholders on 27 October 2017 and the Federal Court of Australia on 6 November 2017. On 20 November 2017, the
Scheme was implemented and as a result the Company is the new parent and Kore Potash Limited is the wholly-owned
subsidiary of the Company.

The registered office of Kore Potash plc’s head office in the United Kingdom is 25 Moorgate, London, United Kingdom EC2R
6AY. The registered office Kore Potash Limited in Australia is Level 3, 88 William Street, Perth 6000 WA.

Basis of Preparation

(a) Statement of Compliance
The annual financial statements of the Company and the Group have been prepared in accordance with IFRS as adopted by
the European Union. 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 2019.

(b) Going Concern
During the year ended 31 December 2018, the Group incurred a loss of USD 6,269,366 (2017: USD 4,344,322) and
experienced net cash outflows from operating and investing activities of USD 23,098,170 (2017: USD 33,024,083). Cash and
cash equivalents totaled USD 6,187,113 as at 31 December 2018 (USD 16,455,490 as at 31 December 2017). The Group has
no current source of operating revenue and is therefore dependent on both existing cash resources and future fund raisings
to meet overheads and future exploration requirements as they fall due.

The Directors have prepared a cash flow forecast for the period ending 31 December 2020, which indicates that the Group
will not have sufficient liquidity to meet its working capital requirements to the end of the going concern period, primarily
being corporate costs, exploration expenditure, and costs related to the Kola Project. Forecast costs in the next 12 months
are approximately USD 10 million. However, a significant portion of this cost base is not yet committed, pending completion
of the fund raise, and further steps can therefore be taken to reduce forecast overheads if required.

The Directors have therefore considered mitigating actions, which include:

(a) completion of a capital raising; and
(b) managing and deferring costs where applicable to coincide with the capital raising activity outlined above to ensure all
    obligations can be met.

The Directors are planning to raise additional capital in quarter 2 of 2019 to enable the Group to continue to fund its
exploration and development programme and fulfill its working capital requirements. The Directors have identified a number
of funding options available to the Group, and have begun discussions with its major shareholders with regards to its near
and mid-term funding requirements. The Directors note the Group has a history of successfully raising capital on the ASX and
more recently on the AIM and JSE.

The Directors have reviewed the Group's overall position and outlook in respect of the matters identified above and are of
the opinion that there are reasonable grounds to believe that funding will be secured and therefore that the operational and
financial plans in place are achievable and accordingly the Group will be able to continue as a going concern and meet its
obligations as and when they fall due.

(b) Going Concern (Cont)
The ability of the Group to continue as a going concern is dependent on achieving the matters set out above. These conditions
indicate a material uncertainty which may cast significant doubt as to the Group’s ability to continue as a going concern and
therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business.

The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts
or to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

(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 observable or estimated using another valuation technique. In estimating the fair value of
an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would
take those characteristics into account when pricing the asset or liability at the measurement date.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree
to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value
measurement in its entirety, which are described as follows:
•    Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
     at the measurement date;
•    Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability,
     either directly or indirectly; and
•    Level 3 inputs are unobservable inputs for the asset or liability.

(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 Mining S.A. - CFA Franc BEAC (XAF)
•    Kola Mining S.A. - CFA Franc BEAC (XAF)
•    Kore Potash South Africa (Pty) Ltd – South African RAND (ZAR)

The presentational currency of the Group is US dollars.

(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. Where consideration is received in advance of revenue being recognised the date of the transaction reflects
the date the consideration is received. 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 and Other Comprehensive
Income.


(e) Foreign Currency Transactions and Balances (Cont)

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 a separate component of equity.

On disposal of a foreign entity, the deferred cumulative amount recognised in equity is recognised in the profit or loss in the
Statement of Profit or Loss and Other Comprehensive Income. The functional currency for Sintoukola is expected to change
to US dollars upon the commencement of mining.

(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 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.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control listed above. Subsidiaries are fully consolidated from the date on which control
is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group,
other than in the event of a Group re-organisation as occurred during the year as described below.

The acquisition of Kore Potash Limited by the Company on 20 November 2017 is considered outside the scope of IFRS 3
Business Combinations and accordingly has been accounted for as a common control transaction. The investment in Kore
Potash Limited acquired by the Company as a result of the internal reorganisation was recognised at a value consistent with
the carrying value of the equity items in the Kore Potash Limited accounts immediately prior to the Scheme. In the Parent
entity, the difference between the carrying amount of share capital and options issued by the Company under the Scheme
and the investment in Kore Potash Limited has been recognised in a Reorganisation Reserve.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and
profit and losses resulting from intra-Group transactions have been eliminated in full.

The acquisition of subsidiaries has been accounted for using the purchase method of accounting, other than in the Group re-
organisation described above. The purchase method of accounting involves allocating the cost of the business combination
to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition.
Accordingly, the consolidated financial statements include the results of subsidiaries for the period from their acquisition.

Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group and are
presented separately in the consolidated Statement of Profit or Loss and Other Comprehensive Income and within equity in
the consolidated Statement of Financial Position.

In the Company’s financial statements, investments in subsidiaries are carried at cost. A list of controlled entities is contained
in Note 8 to the financial statements.

(g) Income Tax

The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or disallowed
items. It is calculated using tax rates that have been enacted or are substantively enacted by the reporting date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be
recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on
accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is
settled. Deferred tax is recognised in the profit or loss in the Statement of Profit or Loss and Other Comprehensive Income
except where it relates to items that are recognised directly in equity, in which case the deferred tax is adjusted directly
against equity.

Deferred income tax assets are recognised to the extent it is probable that future tax profits will be available against which
deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse
change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable
income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(h) Property, Plant and Equipment
Property, plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses.

The carrying amount of property, plant and equipment is reviewed at each reporting date to ensure it is not in excess of the
recoverable amount from those assets. The recoverable amount is assessed on the basis of the expected net cash flows
which will be received from the assets employment and subsequent disposal.

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 20% - 40%. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting
date. Depreciation of property, plant and equipment in SPSA is included in Capitalised Exploration and Evaluation
Expenditure.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the
carrying amount. These gains or losses are included in the profit or loss in the Statement of Profit or Loss and Other
Comprehensive Income. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset
are transferred to retained earnings.

(i) Financial Instruments
Financial assets and financial liabilities are recognised in the statement of financial position when the Group becomes a
party to the contractual provisions of the instrument. See Note 1(m) for further details on the recognition and
measurement of trade and other receivables and cash and cash equivalents.

    (i) Financial Assets
    Investments other than investments in subsidiaries are classified as either held-for-trading or not at initial recognition.
    At the year-end date all investments are classified as not held for trading. An irrevocable election has been made to
    recognise changes in fair value in other comprehensive income.
      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.

      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.

      Other receivables are held in order to collect the contractual cash flows and accordingly are measured at 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 is recognised in profit or loss.

      (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.

      All other loans including convertible loan notes are initially recorded at fair value, which is ordinarily equal to the
      proceeds received net of transaction costs. These liabilities are subsequently measured at amortised cost, using the
      effective interest rate method.

      (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.

(j)   Impairment of Non-Financial Assets Other Than Exploration and Evaluation Assets

The carrying amounts of the Group’s non-financial assets, are reviewed at each reporting date to determine whether there
is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment
loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment
losses are recognised in the profit or loss in the Statement of Profit or Loss and Other Comprehensive Income. In respect of
other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the
loss has decreased or no longer exist. An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does
not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment
loss has been recognised.

(k) Revenue Recognition
Revenue is measured at the transaction price received or receivable allocated to the performance obligation satisfied and
represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT, GST
and other sales related taxes. As the expected period between transfer of a promised good or service and payment from the
customer is one year or less then no adjustment for a financing component has been made.

Sales of goods are recognised when goods are delivered and control has passed.

Revenue arising from the provision of services is recognised when and to the extent that the customer simultaneously
receives and consumes the benefits of the Group’s performance or the Group does not create an asset with an alternative
use but has an enforceable right to payment for performance completed to date.

Interest income is recognised in the Statement of Profit or Loss and Other Comprehensive Income using the effective interest
method.

(l)   Trade and Other Payables
These amounts represent liabilities for goods and services provided to the entity prior to the end of the financial year and
which are unpaid. Trade and other payables are initially recognised at fair value plus any directly attributable transaction
costs. Subsequent to initial recognition, trade and other payables are measured at amortised cost using the effective interest
rate method.

(m) Cash and Cash Equivalents
For purposes of the statement of cash flows, cash includes deposits at call with financial institutions and other highly liquid
investments with short periods to maturity which are readily convertible to cash on hand and are subject to an insignificant
risk of changes in value.

(n) Fair Value Estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure
purposes.

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-
for-sale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for financial
assets held by the entity is the current bid price; the appropriate quoted market price for financial liabilities is the current
ask price.

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is
determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on
market conditions existing at each reporting date. Quoted market prices or dealer quotes for similar instruments are used
for long-term debt instruments held. Other techniques, such as estimated discounted cash flows, are used to determine fair
value for the remaining financial instruments.

The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their
fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual
cash flows at the current market interest rate that is available to the entity for similar financial instruments.

(o) Value-Added Tax (“VAT”) / Goods and Services Tax (“GST”)
Revenues, expenses and assets are recognised net of the amount of VAT / GST, except where the amount of VAT / GST
incurred is not recoverable from the relevant jurisdiction’s Tax Office. In these circumstances the VAT / GST is recognised as
part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of
financial position are shown inclusive of VAT / GST.

Cash flows are presented in the Statement of Cash Flow on a gross basis, except for the VAT / GST component of investing
and financing activities, which are disclosed as operating cash flows.

(p) Capitalisation of Exploration and Evaluation Expenditure

Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and
evaluation asset in the year in which they are incurred where the following conditions are satisfied:

•   the rights to tenure of the area of interest are current; and
•   at least one of the following conditions is also met:
    o the exploration and evaluation expenditures are expected to be recouped through successful development and
         exploration of the area of interest, or alternatively, by its sale; or
    o exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which
         permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active
         and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies,
exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of
assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement
of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying
amount of an exploration and evaluation asset may exceed its recoverable amount at the reporting date. The recoverable
amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger
than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment
loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount,
but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset in previous years.
Where a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration
and evaluation asset is assessed for impairment and the balance is classified as a development asset. The point at which an
area of interest is considered developmental is based on finalisation of a definitive feasibility study, a bankable feasibility
study and the finalisation of appropriate funding.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to
abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are
amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular
review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in
relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the
costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building
structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining or petroleum permits. Such
costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted
basis.

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.

(q) Share Based Payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of
the equity instruments at the grant date. The fair value grant rate is independently determined using the different option
pricing models that takes into account the exercise price, the term of the option, the market and non-market based vesting
and performance criteria, the impact of dilution, the tradeable nature of the option, the share price at grant date and
expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of
the option.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis
over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding
increase in equity.

When share options and performance rights are exercised, the Company issues new shares. The proceeds received net of
any directly attributable transaction costs are credited to share capital (nominal value) and share premium.

(r) Employee Benefits

    (i)   Wages, salaries and annual leave
          Liabilities for wages, salaries and annual leave are recognised in respect of employees’ services up to the reporting
          date and are measured at the amounts expected to be paid when the liabilities are settled.

    (ii) Pension contributions
         Contributions are made by the Group to pension funds as stipulated by statutory requirements and are charged as
         expenses when incurred.

    (iii) Employee benefit on costs
          Employee benefit on costs, including payroll tax, are recognised and included in employee benefits liabilities and
          costs when the employee benefits to which they relate are recognised as liabilities.

(s) 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.

(t) Issued Capital

Ordinary shares and CDIs are classified as equity.

Costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds. Costs directly attributable to the issue of new shares or options incurred in connection with a business
combination, are included in the cost of the acquisition as part of the purchase consideration.

(u) Critical Accounting Judgements and Estimates

In the application of the Group’s accounting policies, which are described in this note, the directors are required to make
judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience and other factors that are considered
to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on
an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision and future periods if the revision affects both current and
future periods.

The areas involving significant accounting judgment are set out in the tables below:

Critical accounting
judgement           Details
Impairment of         The ultimate recovery of the value of exploration and evaluation assets, the Company’s investment in
exploration and       subsidiaries, and loans to subsidiaries is dependent on the successful development and commercial
evaluation assets,    exploitation, or alternatively, sale, of the exploration and evaluation assets.
recovery of parent
company               On a regular basis, management consider whether there are indicators as to whether the asset
investments and       carrying values exceed their recoverable amounts. This consideration includes assessment of the
intercompany          following:
balances              (a) expiration of the period for which the entity has the right to explore in the specific area of interest
                           with no plans for renewal;
                      (b) substantive expenditure on further exploration for and evaluation of mineral resources in the
                           specific area is neither budgeted nor planned;
                      (c) exploration for and evaluation activities have not led to the discovery of commercially viable
                           quantities of mineral resources and the entity has decided to discontinue such activities in the
                           specific area; and
                      (d) whether sufficient data exists to indicate that, although a development in the specific area is likely
                           to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be
                           recovered in full from successful development or by sale.

                      Management judgement is required to determine whether the expenditures which are capitalised as
                      exploration and evaluation assets will be recovered by future exploitation or sale or whether they
                      should be impaired. In assessing this, management determines the possibility of finding recoverable
                      ore reserves related to a particular area of interest, which is a subject to significant uncertainties.
                      Many of the factors, judgements and variables involved in measuring resources are beyond the
                      Group’s control and may prove to be incorrect over time. Subsequent changes in resources could
                      impact the carrying value of exploration and evaluation assets.

                      Where an impairment indicator is identified, the determination of the recoverable amount requires
                      the use of estimates and judgement in determining the inputs and assumptions used in determining
                      the recoverable amounts.

                      The key areas of judgement include:
                      • Recent exploration and evaluation results and resource estimates;
                      • Environmental issues that may impact on the underlying tenements;
                      •   Fundamental economic factors that have an impact on the operations and carrying values of
                          assets and liabilities.

                      Based on the information the Company has on the above, it was concluded by management that
                      amounts were recoverable, and that no write down of exploration and evaluation assets, the
                      Company’s investment in subsidiaries, and intercompany balances was recognised. This may change
                      as new information becomes available.

(u) Critical Accounting Judgements and Estimates (Cont)

Critical accounting
judgement           Details
Classification of     Management judgement is required as to whether the assets associated with the Kola Project
capitalised           represents an exploration asset to be accounted for under IFRS 6 Exploration for and Evaluation of
exploration and       Mineral Resources, or a development asset to be accounted for under IAS 16 Property, Plant and
evaluation costs to   Equipment or IAS 36 Impairment of Assets. A conclusion that consideration is required under IAS 16 or
date                  IAS 36 would mean that a full impairment test of the assets associated with the Kola Project would
                      have been required during 2018.

                      In reaching the judgement that the assets associated with the Kola Project should remain capitalised
                      as exploration and evaluation assets, management has assessed whether technical and commercial
                      viability of extracting mineral resources has been demonstrated. Given the ongoing negotiation with
                      the FC over the final construction cost, and remaining permits to be obtained from the RoC, the Group
                      has concluded that final technical and commercial viability of the Kola Project has yet to be finalised.

(v) Assumptions and Estimation Uncertainties

Information about assumptions and estimation uncertainties at 31 December 2018 that have a significant risk of resulting
in a material adjustment to the carrying amounts of assets and liabilities are set out in the table below.

Estimation
Uncertainty           Details
Valuation of share-   The Group issues options and performance rights as share-based payments arrangements to certain
based payments        Directors, KMP and employees. The fair values of the options and performance rights are determined
and judgment on       using the Black Scholes Option Pricing Model, the Cox, Ross and Rubinstein Binomial Option Pricing
the probability and   Model or the Monte Carlo Option Pricing Model that takes into account the exercise price, the term
timing of achieving   of the options and performance rights, the impact of dilution, the share price at valuation date and
milestones related    expected price volatility of the underlying share, the expected dividend yield and the risk-free interest
to share-based        rate for the term of the options and performance rights.
payment
arrangements in       The share-based payments arrangements are expensed on a straight line basis over the vesting period,
existence             based on the Group’s estimate of shares that will eventually vest. At each reporting date, vesting
                      assumptions are reviewed to ensure they reflect current expectations and immediately recognises any
                      impact of the revision to original estimates. If fully vested share options are not exercised and expire
                      then the accumulated expense in respect of these is reclassified to accumulated losses.

(w) Segment Reporting

Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker has been identified as the Board of Directors, which is responsible for
allocating resources and assessing performance of the operating segments.

(x) New and Revised Accounting Standards and Interpretations Adopted

From 1 January 2018 the following standards and amendments are effective in the Group’s financial statements:
• IFRS 9 Financial instruments; and
• IFRS 15 Revenue from contracts with customers.

The impact of adoption of these standards and the key changes to the accounting policies are disclosed below. Other
amendments to IFRSs that became effective for the period beginning on 1 January 2018 did not have any impact on the
Group’s accounting policies.
Title of Standard     IFRS 9 Financial instruments
Nature of change      IFRS 9 addresses the classification, measurement and derecognition of financial assets and financial
                      liabilities, introduces new rules for hedge accounting and a new impairment model for financial
                      assets.
Adoption date         The Group adopted IFRS 9 from 1 January 2018 with no changes to the carrying value of financial
and Impact            assets and financial liabilities required. In accordance with the transition provisions in the Standard,
                      comparatives have not been restated.
Classification of     IFRS 9 requires the use of two criteria to determine the classification of financial assets: the entity’s
financial assets      business model for the financial assets and the contractual cash flow characteristics of the financial
                      assets. The Standard goes on to identify three categories of financial assets – amortised cost; fair
                      value through profit or loss (“FVTPL”); and fair value through other comprehensive income
                      (“FVOCI”).

                      There have been no changes to the categorisation of financial assets following the adoption of IFRS
                      9 and all of the Group’s financial assets remain classified at amortised cost.
Impairment            IFRS 9 mandates the use of an expected credit loss model to calculate impairment losses rather than
                      an incurred loss model, and therefore it is not necessary for a credit event to have occurred before
                      credit losses are recognised. The new impairment model applies to the Group’s financial assets.

                      No changes to the impairment provisions were made on transition to IFRS 9. Trade and other
                      receivables are generally settled on a short time frame and the Group’s other financial assets are
                      due from counterparties without material credit risk concerns at the time of transition.

Title of Standard     IFRS 15 Revenue from contracts with customers
Nature of change      IFRS 15 replaced IAS 18 which covered revenue arising from the sale of goods and the rendering of
                      services and IAS 11 which covered construction contracts. IFRS 15 is based on the principle that
                      revenue is recognised when control of a good or service transfers to a customer. The standard
                      permits either a full retrospective or a modified retrospective approach for the adoption
Adoption date and The Group adopted IFRS 15 from 1 January 2018. The implementation of IFRS 15 has not had a
Impact            material impact on the Group’s financial statements as it is currently a pre-revenue business.

(y) New and Revised Accounting Standards and Interpretations on Issue but not yet Adopted

Certain new accounting standards and interpretations have been published that are not mandatory for the 31 December
2018 reporting period. Those which may have a significant impact to the Group are set out below. The Group does not plan
to adopt these standards early.

Title of Standard     IFRS 16 Leases
Nature of change      IFRS 16 replaces the current IAS 17 Leases standard. IFRS 16 removes the classification of leases as
                      either operating leases or finance leases – for the lessee – effectively treating all leases as finance
                      leases. Most leases will be capitalised on the balance sheet by recognising a 'right-of-use' asset and
                      a lease liability for the present value obligation. This will result in an increase in the recognised assets
                      and liabilities in the statement of financial position as well as a change in expense recognition, with
                      interest and deprecation replacing operating lease expense. The only exceptions are short-term and
                      low-value leases.

                      Lessor accounting remains similar to current practice, i.e. lessors continue to classify leases as finance
                      and operating leases.
Impact                The Group has reviewed all of the Group’s outstanding leasing arrangements in light of the new lease
                      accounting rules in IFRS 16. The standard will affect primarily the accounting for the Group’s
                      operating leases.

                      As at the reporting date, the Group has non-cancellable operating lease commitments of
                      USD 216,702 (see Note 18). Of these commitments, USD 3,377 relate to a short-term lease which
                      ended on 31 January 2019 which will be recognised on a straight-line basis as expense in profit or
                      loss.

                      For the remaining lease commitments the Group expects to recognise right-of-use assets of
                      approximately USD 208,453 on 1 January 2019 and lease liabilities of USD 208,453. No change is
                           expected on the overall net assets and net current assets of the Group. The Group expects that net
                           losses after tax will increase by approximately USD 4,092 for 2019 as a result of adopting the new
                           rules. Operating cash flows will increase and financing cash flows decrease by approximately USD
                           172,721 as repayment of the principal portion of the lease liabilities will be classified as cash flows
                           from financing activities.

                           The Group does not have any activities as a lessor and hence there will not be any impact on the
                           financial statements in this regard.
     Date of adoption by The changes in the Group's accounting policies from the adoption of IFRS 16 will be applied from 1
     group               January 2019 onwards.

     There are no other standards that are not yet effective and that would be expected to have a material impact on the entity
     in the current or future reporting periods and on foreseeable future transactions.


                                                                              Parent                       Consolidated Entity

                                                                   Dec 2018            Dec 2017        Dec 2018          Dec 2017
                                                                     USD                 USD             USD               USD
NOTE 2: LOSS FOR THE YEAR
Expenses
(a) Equity based payments – directors, KMP
 and other employees                                                    695,345             75,546          695,345         1,919,924
                                                                        695,345             75,546          695,345         1,919,924

(b) Administration Expenses
Accounting, company secretarial and audit fees                          236,530                  -          399,274           189,270
Insurance expenses                                                       43,370                  -          118,779            61,827
Legal fees                                                                    -                  -           64,944           202,629
Compliance, registration and other tax feese                            155,299              6,774          584,808           239,558
Marketing and investor relations                                              -                  -          169,591           127,926
Premises and office related costs                                             -                  -           87,002           100,940
Professional fees                                                             -                  -          143,420            24,766
Recruitment fees                                                        179,017                  -          179,017            42,253
Travel and accommodation expenses                                        36,353                  -          417,350           673,237
Other expenses                                                            4,066             10,000          158,991            84,197
                                                                        654,635             16,774        2,323,176         1,746,603

(c) Salaries, employee benefits and consultancy expense
Salaries and wages                                                            -                   -         409,524           719,381
Termination payment                                                           -                   -               -           100,436
Employee benefits – Health insurance benefits                                 -                   -         147,865           234,486
Consultants                                                              19,849                   -         768,116           541,304
                                                                         19,849                   -       1,325,505         1,595,607

(d) Average number of employees                                    Number              Number           Number            Number
Operational                                                                    -                  -               17                 151
Head Office                                                                    1                  -               26                  21
                                                                               1                  -               43                 172

     Total staff costs for the Group in the year ended 31 December 2018 were USD 2,279,499 (2017: USD 3,433,660). The staff
     costs incurred during the year at a subsidiary, SPSA, of USD 1,869,975 has been capitalised as Exploration and Exploration
     Asset (2017: USD 2,714,279).
NOTE 3: INCOME TAX EXPENSE                                                      Parent                       Consolidated Entity
                                                                     Dec 2018            Dec 2017         Dec 2018        Dec 2017
The components of tax expense comprise:                                USD                 USD              USD             USD
Current tax – foreign tax                                                         -                 -           17,039           42,969
Deferred tax                                                                      -                 -                -                -
Total income tax expense                                                          -                 -           17,039           42,969

The prima facie income tax expense on pre-tax accounting loss from operations reconciles to the income tax expense in the
financial statements as follows:
                                                                            Parent                       Consolidated Entity
                                                                  Dec 2018         Dec 2017          Dec 2018          Dec 2017
                                                                    USD               USD               USD               USD

Loss before tax from continuing operations                             (1,715,799)           (92,320)       (6,252,327)       (4,301,353)

Parent company tax on loss from continuing operations at the
UK corporation tax rate of 19% (2017: 19.25%)                            (326,002)          (17, 541)                  -                   -
Group tax on loss from continuing operations at the Australian
corporation tax rate of 30% (2017: 30%)                                           -                 -       (1,875,698)       (1,290,406)
Different tax rates of subsidiaries operating in different
jurisdictions                                                                    -                  -           509,939          (23,286)
                                                                         (326,002)           (17,541)       (1,365,759)       (1,313,692)

Tax effect of:
     Net non-deductible expenses                                          195,462             14,354           811,221              (69,485)
     Deferred tax asset not recognised                                    130,540              3,187           571,577            1,851,349
     Prior year tax losses utilised                                             -                  -                 -            (425,203)
                                                                          326,002             17,541         1,382,798            1,356,661

Income tax expense                                                                -                 -           17,039               42,969

The statutory tax rate of Kore Potash plc is 19% (2017: 19.25%), representing the UK corporation tax rate. The Group is
subject to varying statutory rates, primarily being Australia (30%), Congo (see Note 7 regarding corporate tax concessions
applicable under the new mining convention) and South Africa (28%). The current tax expense of USD 17,039 (2017: USD
42,969) arose on the pre-tax income generated in South Africa for intercompany management services.

No deferred tax has been recognised in respect of the Group’s tax losses of USD 11,499,637 (2017: USD 9,189,501) that are
available for offset against any future taxable profits in the companies in which the losses arose. Of these tax losses,
USD 10,801,215 arose from the Australian entity and USD 698,422 arose from the parent entity (2017: USD 9,178,133 from
the Australian entity and USD 11,368 from the parent entity).

The tax losses which arose from the Australian entity can be carried forward indefinitely to be offset against future years’
profits. A deduction for prior years’ losses will be denied where the Company cannot satisfy a ‘continuity of ownership’ test
or, failing this, the alternative ‘same business test’.

With effect from 1 April 2017, new tax legislation has been introduced in the UK with regard to the use of brought forward
tax losses. The impact of these rules means that the tax treatment of brought forward losses may be different for losses
arising before and after 1 April 2017. The majority of the tax losses which arose from the Parent entity arose after 1 April
2017, and therefore there is a potential restriction on how much these can be used to offset against any future years' profits.
Generally, the amount of profit which can be offset against losses carried forward is restricted to 50% of the amount of
profits in excess of GBP 5 million. Profits under the annual GBP 5 million group deduction allowance can be offset by losses
in full. Where a company is in a group the USD 5 million allowance will apply to the group. Based on the Parent entity's
current income tax position the majority of its tax losses can be offset against any future income in the Parent, or can be
group relieved.

Deferred tax assets have not been recognised in respect of the losses arising from the Australian entity or the parent entity
due to the uncertainty around timing of generating sufficient taxable profits in future to utilise the losses. These losses may
also not be utilised to offset taxable profits elsewhere in the group

                                                                                Parent                       Consolidated Entity
                                                                     Dec 2018            Dec 2017         Dec 2018        Dec 2017
                                                                     USD                 USD            USD             USD

NOTE 4: CASH AND CASH EQUIVALENTS
Cash at bank                                                                    -                 -     6,187,113      16,455,490
                                                                                -                 -     6,187,113      16,455,490



NOTE 5: TRADE AND OTHER RECEIVABLES

Current
Advance to employees                                                            -                 -       112,071                -
Amount due from directors in respect of preference shares
issued                                                                       -              65,631              -          65,631
Interest receivable                                                          -                    -         4,345               -
Net GST, PAYE and VAT recoverable                                      135,121                    -        82,739          28,768
Prepayments                                                             47,073                    -        56,400          91,569
Amounts due from / (due to) a subsidiary                            12,499,003              (6,774)             -               -
Other receivables                                                            -                    -        89,600          95,168
                                                                    12,681,197              58,857        345,155         281,136

Non-Current
Deposits related to investments in DPM and KPM                                  -                 -       120,922         139,163
                                                                                -                 -       120,922         139,163

Total Trade and Other Receivables                                   12,681,197              58,857        466,077         420,299

The amount due to a subsidiary is interest-free and is repayable on demand.


NOTE 6: PROPERTY, PLANT AND EQUIPMENT
Plant and equipment – at cost                                                  -                  -      1,855,971       1,947,447
Less accumulated depreciation                                                  -                  -    (1,553,716)     (1,533,646)
                                                                               -                  -        302,255         413,801
Reconciliation:
Opening balance                                                                -                  -       413,801         374,316
Additions                                                                      -                  -          8,452          97,091
Depreciation capitalised under exploration and evaluation                      -                  -       (90,023)        (87,961)
Depreciation expensed                                                          -                  -        (7,078)        (16,612)
Disposals                                                                      -                  -        (5,500)               -
Foreign exchange differences                                                   -                  -       (17,347)          46,967
Closing balance at period end                                                  -                  -       302,255         413,801




NOTE 7: EXPLORATION AND EVALUATION EXPENDITURE                                Parent                     Consolidated Entity
                                                                  Dec 2018             Dec 2017       Dec 2018        Dec 2017
                                                                    USD                  USD            USD             USD
Opening balance                                                                -                  -   140,254,520       95,798,269
Exploration and evaluation expenditure capitalised during the
year                                                                           -                  -    16,107,446      30,688,177
Foreign exchange differences                                                   -                  -    (6,498,643)     13,768,074
Closing balance at period end                                                  -                  -   149,863,323     140,254,520

Exploration and evaluation expenditure relating to:
Kola mining project                                                            -                  -   128,878,868     118,082,437
Dongou mining project                                                          -                  -    20,984,455      22,172,083
                                                                               -                  -   149,863,323     140,254,520

(i)   On 8 June 2017, a new mining convention was signed by the Group and the Government of the RoC. The convention
      governs the conditions of construction, operation and mine closure of the Kola and Dougou (including Dougou
    Extension) mining projects. The terms and conditions of the mining convention include key investment promotion
    provisions, including the following:

    •    Corporate tax concessions applicable for the first 10 years of each mining permit as production capacity is extended,
         which includes zero corporation tax for the first five years from profitability, and a corporation tax rate of 7.5% for
         the next five years;
    •    An ongoing corporation tax rate of 15% for the rest of the life of mine;
    •    Exemptions from withholding taxes including interest, dividends and capital gains during the term of the mining
         convention;
    •    VAT and import duty exemptions (including all subcontractors) during construction;
    •    Royalties of 3% payable to the RoC, which is based on an equivalent to EBITDA;
    •    Guarantee from the RoC that it will facilitate and support the implementation of the project, as defined in the
         convention (for example, in granting the necessary consents to permit export of the final product through the use
         of a dedicated jetty); and
    •    The RoC to be granted a 10% carried equity interest in the project companies, which are currently wholly-owned
         by Kore Potash Limited’s subsidiary, SPSA.

    The mining convention has a term which covers the life of the Kola and Dougou mining permits including any extension
    (25 years plus 15 year extension, renewable indefinitely upon proven mineable ore resources). The Group was awarded
    the Sintoukola 2 Exploration Permit dated 9 February 2018 by the government of the RoC.

(ii) 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 ENTITIES                                            Percentage                         Percentage
                                                                         Owned          Investment          Owned           Investment
                                                    Country of         31 Dec 2018     31 Dec 2018        31 Dec 2017      31 Dec 2017
Controlled Entities                               Incorporation             %              USD                 %               USD

Held directly:
Kore Potash Limited                                  Australia              100            139,350,094        100           139,350,094

Held through Kore Potash Limited:
Sintoukola Potash S.A. (“SPSA”)                 Republic of Congo            97              9,387,413         97             9,387,413
Kore Potash South Africa (Pty) Ltd                South Africa              100                  1,192        100                 1,192

Held through Sintoukola Potash S.A.:
Kore Potash Mining S.A. (“KPM”)                 Republic of Congo           100                18,264         100                   18,264
Dougou Potash Mining S.A. (“DPM”)               Republic of Congo           100                18,264         100                   18,264

The principal activity of Kore Potash Limited during the financial year was for administrational and operational support for
the exploration for potash minerals prospects. The registered office of Kore Potash Limited is Level 3, 88 William Street, Perth
WA 6000.

The principal activity of SPSA and its two subsidiaries, KPM and DPM, during the financial year was exploration for potash
minerals prospect. The registered office for the three entities is 24 Avenue Charles de Gaulle, Immeuble Atlantic Palace BP
662 Pointe Noire, République du Congo.

The principal activity of Kore Potash South Africa (Pty) Ltd during the financial year was for South African administrative and
operational support for the exploration for potash minerals prospects. The registered office is 33 Ballyclare Drive, Ballywoods
Office Park, Cedarwood House, Bryanston 2021 South Africa.


                                                                                  Parent                      Consolidated Entity
                                                                      Dec 2018             Dec 2017        Dec 2018        Dec 2017
                                                                        USD                  USD             USD             USD
NOTE 9: TRADE AND OTHER PAYABLES

Current
Trade and other creditors                                                        -                   -          388,350              502,684
Accruals                                                                   144,217              10,000        1,293,613            2,710,325
Income tax payable                                                               -                   -           20,429               45,045
Total Trade and Other Payables                                            144,217             10,000         1,702,392         3,258,054

Trade and other creditors are non-interest bearing and are normally settled on 30 day terms.


NOTE 10: DERIVATIVE FINANCIAL INSTRUMENTS                                       Parent                        Consolidated Entity
                                                                    Dec 2018             Dec 2017          Dec 2018        Dec 2017
                                                                      USD                  USD               USD             USD

Equity warrants exercisable at AUD 0.30
each expiring on 29 March 2021                                            503,398                   -          503,398                 -
                                                                          503,398                   -          503,398                 -

The above amounts relate to the following:
The value of the free-attaching warrants provided to shareholders who participated in the share issue completed on 29
March 2018 (83,523,344 shares issued at AUD 0.20 each). A total of 12,894,659 equity warrants exercisable at AUD 0.30
expiring 29 March 2021 were issued with a Black & Scholes valuation method of USD 0.0476 per warrant.

The derivative financial liability was revalued at 31 December 2018 using the Black Scholes valuation method with the net
change in fair value of the derivative financial liability of USD 110,114 taken to the statement of profit or loss and other
comprehensive income.

The inputs used in the measurement of these warrants were as follows:

 Input into the model              At grant date         At 31 Dec 2018
 Spot price                         AUD 0.145              GBP 0.072
 Expected volatility                  91.67%                110.60%
 Life of warrants                     3 years              2.24 years
 Fair value per warrant             USD 0.0476             USD 0.039



NOTE 11: ISSUED CAPITAL                                                         Parent                         Consolidated Entity
                                                                     Dec 2018            Dec 2017           Dec 2018        Dec 2017
                                                                       USD                 USD                USD              USD
860,852,693 Fully Paid Ordinary Shares at par value of USD
0.001 each (31 December 2017: 771,395,766 Fully Paid
Ordinary Shares at par value of USD 0.001)                                860,852             771,396            860,852           771,396

Fully Paid Ordinary Shares                                                860,852             771,396            860,852           771,396


NOTE 11: ISSUED CAPITAL (CONT)

Movement in Share Capital of Consolidated Entity

Date            Details                                                                             No. of Shares)                 USD)
1 Jan 2017      Opening balance (i)                                                                  728,944,470            200,572,926
3 Feb 2017      Vesting of performance rights                                                           4,850,060                      -
27 Apr 2017     Share placement at AUD 0.25 each                                                      26,504,000               5,000,000
                Less: Costs of issuing free attaching options                                                    -             (239,680)
                Less: Costs of raising capital                                                                   -           (1,646,050)
29 May 2017     Shares issued in relation to the balance of a consultant’s fee at AUD 0.21 each         5,193,522                823,000
30 Jun 2017     Vesting of performance rights                                                           2,666,090                      -
20 Nov 2017     Balance prior to Scheme of Arrangement implementation (ii)                           768,158,142            204,510,196
20 Nov 2017     Recognition of surplus value over nominal value of Kore Potash plc shares in
                Merger Reserve (ii) (iii)                                                                         -        (203,738,800)
20 Dec 2017     Vesting of performance rights (ii) (iii)                                                  3,237,624                    -
31 Dec 2017     Balance at 31 Dec 2017 (ii) (iii)                                                       771,395,766              771,396
29 Mar 2018     Capital raising at AUD 0.20 each (iv)                                                    83,523,344               83,523
29 Mar 2018     Share-based capital raising costs at AUD 0.12 each (v)                                    4,315,333                4,315
27 Jul 2018     Conversion of USD 250,000 convertible loan note calculated by reference to
                the price of shares being at AUD 0.20 per share (vi)                                  1,618,250                   1,618
31 Dec 2018     Closing balance                                                                     860,852,693                 860,852

(i)   At 31 December 2016, Kore Potash Limited was the parent company of the Group and had 728,944,470 Fully Paid
      Ordinary Shares in issuance with a nominal value of USD 200,572,926.

(ii) The Company became the Group’s parent company on 20 November 2017 in accordance with the Scheme of
     Arrangement with Kore Potash Limited and its shareholders (‘the Scheme’). In line with UK Company Law, the
     Company’s shares have a par value of USD 0.001. Under the Scheme, the Company issued 768,158,142 ordinary shares
     (initially to be held in the form of Chess Depositary Interests (CDIs)) as consideration for the transfer of Kore Potash
     Limited shares to the Company. Subsequently on 20 December 2017, 3,237,624 ordinary shares (CDIs) were issued by
     the Company on conversion of certain Performance Rights.

(iii) As a result, the Group’s Fully Paid issued capital has a nominal value of USD 771,396 at 31 December 2018. The shares
      in the Company were issued on a 1:1 basis with shares in Kore Potash Limited which had a nominal value of USD
      204,510,196 at the date of the commencement of the Scheme. The surplus value of USD 203,738,800 compared to the
      nominal value of the Company’s shares has been recognised in a new Merger Reserve. Please refer to Note 12(d) for
      details.

(iv) On 29 March 2018, a total of USD 12,894,659 was raised from existing and new investors through the placing and direct
     subscription of 83,523,344 ordinary shares in the Company at a placing price of AUD 0.20 per new ordinary share. The
     par value of the 83,523,344 ordinary shares was USD 83,523.

(v) On 29 March 2018, 4,315,333 ordinary shares were issued to Canaccord Genuity Ltd and Rencap Securities (Pty) Limited
    as part of their placing fee at a deemed issued price of AUD 0.12 per ordinary share. The par value of the 4,315,333
    ordinary share was USD 4,315.

(vi) On 26 March 2018, the Company entered into a convertible loan note with the Chairman, David Hathorn, to lend USD
     250,000 to the Company. The convertible loan note did not attract interest and was unsecured. At the Company’s AGM
     on 27 June 2018, the shareholders approved the conversion of the convertible loan note into 1,618,250 shares at AUD
     0.20 per share and 250,000 free-attaching warrants. The shares and warrants were issued on 27 July 2018.


  NOTE 12: RESERVES                                                              Parent                         Consolidated Entity
                                                                       Dec 2018           Dec 2017          Dec 2018         Dec 2017
                                                                          USD                USD               USD              USD
  SBP reserve (a)                                                         12,161,843         11,814,770        12,161,843      11,814,770
  Share premium reserve (b)                                               13,054,936                  -        13,054,936                -
  Foreign currency translation reserve (c)                                         -                  -      (15,310,945)      (8,747,747)
  Merger reserve (d)                                                    203,738,800        203,738,800       203,738,800      203,738,800
  Reorganisation reserve (e)                                            (76,011,124)       (76,899,326)                 -                -
  Total Reserve                                                         152,944,455        138,654,244       213,644,634      206,805,823

  (a)     SBP Reserve
  Opening balance                                                        11,814,770                  -        11,814,770          36,279,828
  Transfer from Kore Potash Limited (i)                                           -         11,739,224                 -                   -
  Value of lapsed options transferred to                                  (888,202)                  -         (888,202)        (26,624,662)
  accumulated losses (ii)
  Share based payment vesting expense (iii)                               1,235,275             75,546         1,235,275          1,919,924
  Free attaching options issued (iv)                                              -                  -                 -            239,680
  Closing balance                                                        12,161,843         11,814,770        12,161,843         11,814,770

 (i) In accordance with the Scheme of Arrangement between Kore Potash Limited and its shareholders, 58,191,226
       Unlisted Options and 48,077,728 Performance Rights/Shares, valued at USD 11,739,224 were issued on 20 November
       2017 from the Company to the holders of Unlisted Options or Performance Rights/Shares in Kore Potash Limited in
       consideration for the cancellation of those Kore Potash Limited Unlisted Options and Performance Rights/Shares.

 (ii) For further details, refer to Note 12(e).

 (iii) The value of the above Parent entity’s SBPs for the year ended 31 December 2017 refer to the value of Performance
       Rights vested/cancelled after the Unlisted Options and Performance Rights/Shares were transferred from Kore Potash
      Limited to the Company. On 20 December 2017, 3,237,624 Performance Rights and Performance Shares vested and
      converted into 3,237,624 Chess Depositary Interests (CDI’s) and 2,245,000 Performance Rights previously granted were
      cancelled following the resignation of Werner Swanepoel (Project Director). The share based payments of these
      Performance Rights and Shares was USD 75,546. Further details of the SBP vesting expense for the year ended 31
      December 2018 is included in Note 23.

 (iv) The cost of USD 239,680 in 2017 relates to the value of the free attaching unlisted options provided to shareholders
      who participated in the rights issue completed on 27 April 2017 (26,504,000 shares issued at AUD 0.25 each). A total
      of 5,000,000 unlisted options exercisable at AUD 0.30 expiring 15 November 2019 were issued with a Black Scholes
      valuation method of AUD 0.0642 per option. The volatility used was 85.68% with risk-free interest rate of 1.76%.

 (v) For parameters used in the valuation of for the above options and performance rights see Note 23.


(a) SBP Reserve (Cont)

Movement in SBP Reserve of the Consolidated Entity

Date                   Details                                                    No. of Options        No. of Rights                  USD
1 Jan 2017             Opening balance                                               53,441,226          36,717,020              32,279,828
3 Feb 2017             Exercise of performance rights                                          -         (7,516,150)                      -
27 Apr 2017            Issue of free attaching unlisted options                        5,000,000                    -               239,680
22 May 2017            Lapsing of unlisted options                                     (250,000)                    -                     -
29 May 2017            Issue of performance rights                                             -         18,216,858                       -
1 Jun 2017             Issue of performance rights                                             -             660,000                      -
30 Jun 2017            SBP vesting expenses                                                    -                    -               906,265
20 Dec 2017            Exercise of performance rights                                          -         (3,237,624)                      -
20 Dec 2017            Cancellation of performance rights                                      -         (2,245,000)                      -
1 Dec 2017             SBP vesting expenses                                                    -                    -             1,013,659
31 Dec 2017            Transfer value of lapsed options to Accumulated Losses                  -                    -          (26,624,662)
31 Dec 2017            Balance at 31 Dec 2017                                        58,191,226          42,595,104              11,814,770
30 Jun 2018            Lapsing of unlisted options (value of lapsed options
                       transferred to Accumulated Losses)                            (8,191,226)                   -             (888,202)
30 Jun 2018            SBP vesting expenses (vi)                                               -                   -               676,255
1 Aug 2018             Issue of unlisted options (vii)                               21,200,000                    -                     -
1 Aug 2018             Cancellation of performance rights (viii)                               -        (14,000,000)                     -
1 Aug 2018             Issue of performance rights (viii)                                      -           4,500,000                     -
1 Aug 2018             Cancellation of performance rights (ix)                                 -         (1,025,000)                     -
31 Dec 2018            SBP vesting expenses                                                    -                   -               559,020
31 Dec 2018            Closing balance                                               71,200,000           32,070,104            12,161,843

 (vi) The shareholders approved the issue of 500,000 and 1,050,000 Performance Rights to Sean Bennett at the Company’s
      AGM to recognise his contribution to the Company and the transition of his position as CEO to a successor and his role
      in successfully implementing the re-domicile of the Group in the United Kingdom, the listing of the Company on the
      AIM and the JSE and the recent completion of a capital raising. These Performance Rights vested upon Mr Bennett’s
      resignation. The Performance Rights are yet to be issued and converted into shares. The SBP vesting expenses includes
      the value of these Performance Rights of USD 115,785.

 (vii) At the Company’s AGM on 27 June 2018, the shareholders approved the grant of 17,200,000 unlisted options to Brad
      Sampson and the grant of 4,000,000 unlisted options to David Hathorn. The unlisted options were subsequently issued
      on 1 August 2018. See information on Option Series 31 and Option Series 32 in Note 23 for further details on these
      options.

 (viii)   The shareholders also approved the cancellation of the below existing Performance Rights and the grant of new
      Performance Rights to the below Non-Executive Directors at the Company’s AGM.

          Director                          Number of existing             Number of new
                                            Performance Rights           Performance Rights
          David Hathorn                         11,000,000                    1,500,000
          Jonathan Trollip                       2,000,000                     750,000
          Leonard Math                           1,000,000                     750,000
       David Netherway                               Nil                         750,000
       Timothy Keating                               Nil                         750,000

     The old Performance Rights were subsequently cancelled and the new Performance Rights subsequently issued on 1
     August 2018. See information on Rights Series 16 to Rights Series 20 (inclusive) in Note 23 for further details on these
     Performance Rights.

 (ix) 1,025,000 Performance Rights were cancelled upon Mr Bennett’s resignation

(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 accumulated losses upon expiry or recognised as share capital
if exercised.


(b) Share Premium Reserve                                             Parent              Parent             Consolidated Entity
                                                                     Dec 2018            Dec 2017         Dec 2018        Dec 2017
Movements during the period                                            USD                 USD              USD              USD
Opening balance                                                                 -                     -              -                -
Capital raising on 29 March 2018 at AUD 0.20 each                      12,810,869                     -     12,810,869                -
Share-based capital raising costs on 29 March 2018 at AUD                 395,685                              395,685
                                                                                                      -                               -
0.12 each
Less: Capital raising costs                                              (400,000)                    -       (400,000)               -
Conversion of USD 250,000 convertible loan note on 27 July
2018 calculated by reference to the price of shares being at AUD
0.20 per share                                                            248,382                     -        248,382                -
Closing balance                                                        13,054,936                     -     13,054,936                -

The share premium reserve is used to record the difference between the monies received from capital raising and the par
value of the Company’s shares, being USD 0.001 per fully paid ordinary share (see Note 11).


(c) Foreign Currency Translation Reserve                               Parent               Parent           Consolidated Entity
                                                                      Dec 2018             Dec 2017       Dec 2018        Dec 2017
Movements during the period                                             USD                  USD            USD              USD
Opening balance                                                                      -                -    (8,747,747)     (22,338,631)
Currency translation differences arising during the year                             -                -    (6,563,198)      13,590,884)
Closing balance                                                                      -                -   (15,310,945)      (8,747,747)

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

As described above in Note 11, as part of the Scheme the Company issued 771,395,768 shares with a par value of USD 0.001
each in respect of the shares on Kore Potash Limited, which had issued share capital at the date of the transaction with a
value of USD 204,510,196. As a result of this transaction, a Merger Reserve of USD 203,738,800 was created in both the
Parent and Consolidated Entity.

(e) Reorganisation Reserve

In accordance with the Scheme of Arrangement, the Company became the new parent on 20 November 2017 and Kore
Potash Limited is the wholly-owned subsidiary of the Company. The Company elected to account for the acquisition of Kore
Potash Limited as a common control transaction. As a consequence, no acquisition accounting under IFRS 3 Business
Combination has arisen. The investment in Kore Potash Limited acquired by the Company as a result of the internal
reorganisation was recognised at a value consistent with the carrying value of the equity items in the Kore Potash Limited
accounts immediately prior to the Scheme. In the Parent entity, the difference between the carrying amount of share capital
and options issued by the Company under the Scheme and the investment in Kore Potash Limited totalling USD 76,899,326
was recognised in a Reorganisation Reserve in the parent company accounts during the year ended 31 December 2017.
During the year, 8,191,226 SBP options expired during the year. The value of the options of USD 888,802 was transferred to
Accumulated Losses in the Australian subsidiary Kore Potash Limited, and to the Reorganisation Reserve in the Parent
company.
                                                                               Parent                      Consolidated Entity
                                                                    Dec 2018          Dec 2017          Dec 2018           Dec 2017
Movements during the period                                            USD               USD              USD                USD
Opening balance                                                      (76,899,326)                 -                 -                         -
Share issuance under Scheme of Arrangement                                       -     (76,899,326)                 -                         -
Value of share-based payment options expired during the year              888,202                 -                 -                         -
Closing balance                                                      (76,011,124)      (76,899,326)                 -                         -



NOTE 13: DIVIDENDS
No dividends have been proposed or paid during the year ended 31 December 2018 (2017: Nil).


NOTE 14: NOTES TO STATEMENT OF CASH FLOWS                                         Parent                        Consolidated Entity
                                                                       Dec 2018            Dec 2017          Dec 2018        Dec 2017
                                                                         USD                 USD               USD             USD
Reconciliation of cash flows from operating activities:
Loss for the year                                                        (1,715,799)           (92,320)       (6,269,366)          (4,344,322)

Adjustments for:
    Depreciation expensed                                                         -                  -               7,078               16,612
    Loss on asset disposals                                                       -                  -               5,974                    -
    Equity compensation benefits                                            695,345             75,546            695,345            1,919,924
    Net realised foreign exchange gain                                            -                  -               3,793         (2,864,226)
    Interest received not classified as operating activities cash                 -                  -            (72,873)             (50,858)
    inflow
    Fair value change in derivative financial liability                    (110,114)                           - (110,114)                    -
Operating loss before changes in working capital
    (Increase)/Decrease in receivables                                     (149,775)                 -          (150,283)              (8,176)
    Increase in tax payable                                                        -                 -           (19,990)              42,970
    Increase in payables                                                     101,798            16,774          (143,613)             330,966
Net cash used in operating activities                                    (1,178,545)                   -      (6,054,050)          (4,957,110)



NOTE 15: 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 program 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.

(a) Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will
affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is
to manage and control market risk exposures within acceptable parameters, while optimising the return.
(i)   Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and are exposed to foreign currency risk through
foreign exchange rate fluctuations.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and
cashflow forecasting.

(a)   Market Risk (Cont)

(i)   Foreign currency risk (cont)
As a result of the operating activities in the RoC and the ongoing funding of overseas operations from Australia, the Group's
Statement of Financial Position can be affected by movements in the Australian Dollar (AUD) / US Dollar (USD) exchange
rate, British Pound (GBP) / US Dollar (USD) exchange rate, Congolese Franc (XAF) / US Dollar (USD) exchange rate, Euro (EUR)
/ US Dollar (USD) exchange rate and the South African Rand (ZAR) / US Dollar (USD) exchange rate. Funds in EUR is held to
hedge the Definitive Feasibility Study (DFS) payments.

A substantial portion of the Group's transactions are denominated in USD, with historically, the majority of costs relating to
drilling activities also denominated in the unit's functional currency.

The summary quantitative data about the Group’s financial instruments’ exposure to significant currency risk as presented
in USD is as follows:

                                     31 December 2018                                            31 December 2017
                        EUR           GBP        XAF             ZAR               EUR           AUD         ZAR                 GBP
FINANCIAL
ASSETS
Cash at bank          1,143,346            -       309,789        61,406        13,805,462         49,158       100,778                -
Receivables                   -      102,702       321,103         9,302                 -         47,031             -           65,631

FINANCIAL
LIABILITIES
Payables              (553,000)     (185,730)     (300,369)    (203,418)        (2,184,134)     (189,924)            (846)       (52,956)
Derivative                    -     (503,398)             -            -                  -             -                -              -
financial liability
Net exposure            590,346     (586,426)      330,523     (132,710)        11,621,328       (93,735)        99,932           12,675

The Group did not have significant currency risk from net exposure to financial instruments’ denominated in AUD at 31
December 2018 (31 December 2017: no significant currency risk from net exposure to financial instruments’ denominated
in XAF).

Sensitivity analysis (Group)
A reasonably possible strengthening (weakening) of the EUR, GBP, XAF and ZAR against USD at 31 December 2018 would
have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit
or loss for the Group by the amounts shown below. This analysis assumes all other variables, in particular interest rates,
remain constant. The impact of the possible strengthening (weakening) of the AUD and any other currencies against USD is
minimal and is not analysed.

                                                                     Equity                                 Profit or Loss
                                                        Strengthening       Weakening             Strengthening         Weakening
                                                         Gain/(Loss)        Gain/(Loss)            (Gain)/Loss          (Gain)/Loss
                                                             USD               USD                     USD                 USD

 31 December 2018
 EUR (5% movement)                                                29,517             (29,517)             (29,517)                 29,517
 GBP (5% movement)                                              (29,321)               29,321               29,321               (29,321)
 XAF (5% movement)                                                16,526             (16,526)             (16,526)                 16,526
 ZAR (5% movement)                                               (6,636)                6,636                6,636                (6,636)


(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 2018                                           31 December 2017
                          EUR           GBP        XAF              ZAR             EUR           AUD         ZAR                  GBP
FINANCIAL
ASSETS
Cash at bank                    -            -              -               -               -                -               -              -
Receivables                     -      102,702              -               -               -                -               -         65,631

FINANCIAL
LIABILITIES
Payables                        -     (111,798)             -               -               -                -               -     (10,000)
Derivative                      -     (503,398)             -               -               -                -               -            -
financial liability
Net exposure                    -     (512,494)             -               -               -                -               -         55,631

Sensitivity analysis (Parent)
A reasonably possible strengthening (weakening) of the GBP against USD at 31 December 2018 would have affected the
measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss for the Parent
by the amounts shown below. This analysis assumes all other variables, in particular interest rates, remain constant.

                                                                       Equity                                   Profit or Loss
                                                          Strengthening       Weakening               Strengthening         Weakening
                                                           Gain/(Loss)        Gain/(Loss)              (Gain)/Loss          (Gain)/Loss
                                                               USD               USD                       USD                 USD

 31 December 2018
 GBP (5% movement)                                                 (25,625)             25,625                   25,625               (25,625)


(ii) Interest rate risk
The Group is exposed to movements in market interest rates on short term deposits.

The Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets
and financial liabilities is set out in the following table:

                                  Weighted Average                   Fixed                      Floating                       Non-Interest
                                Effective Interest Rate          Interest Rate               Interest Rate                       Bearing
                                Dec 2018      Dec 2017      Dec 2018     Dec 2017       Dec 2018     Dec 2017             Dec 2018    Dec 2017
                                    %             %           USD           USD           USD            USD                USD          USD
 FINANCIAL ASSETS
 Cash at bank                       1.45%         0.04%         4,000,000           -     2,187,113     16,455,490                -              -
 Receivables                                                            -           -             -              -          409,677        346,993
 Total financial assets                                         4,000,000           -     2,187,113     16,455,490          409,677        346,993

 FINANCIAL LIABILITIES
 Payables (non-derivative)                                              -           -             -                 -     1,198,994      3,267,317
 Derivative financial                                                   -           -             -                 -                            -
                                                                                                                            503,398
 liablity
 Total financial liabilities                                            -           -             -                 -     1,702,392      3,267,317

Sensitivity analysis
A change of 100 basis point in interest rates at the reporting date would have increased (decreased) equity or profit or loss
by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain
constant. This analysis is performed the same basis for the Consolidated Entity for 2017.

                                                                                                                 Profit or Loss
                                                                                                            100bp              100bp
                                                                                                           Increase          Decrease
                                                                                                             USD                USD
      31 December 2018
      Variable rate instrument                                                                                 21,871              (21,871)

      31 December 2017
      Variable rate instrument                                                                                164,555          (164,555)

All receivables and payables in the Parent at 31 December 2018 and at 31 December 2017 are non-interest bearing.

Financial assets
Trade receivables from other entities are carried at cost less any allowance for doubtful debts. Other receivables are carried
at cost. Interest is recorded as income using the effective interest rate method.

Financial liabilities
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 2018 and 31 December 2017 is equivalent to the fair
value.

(b) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s receivables from customers and cash and investment
deposits. The Group has adopted the policy of only dealing with credit worthy counterparties and obtaining sufficient
collateral or other security where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having
similar characteristics. The carrying amount of financial assets recorded in the financial statements, net of any provisions
for losses, represents the Group’s maximum exposure to credit risk.

(c) Liquidity and capital risk
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.

(c)     Liquidity and capital risk (cont)

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 2018                                                                  Within 1 Month        1-3 Months          3-12 Months
                                                                                   USD                  USD                 USD
 Non-derivatives
 Non-interest bearing
 Trade and other payables                                                             451,184           1,285,455                       -
 Total Financial Liabilities                                                          451,184           1,285,455                       -


 31 Dec 2017                                                                  Within 1 Month        1-3 Months          3-12 Months
                                                                                   USD                  USD                 USD
 Non-derivatives
 Non-interest bearing
 Trade and other payables                                                           3,267,317                     -                     -
 Total Financial Liabilities                                                        3,267,317                     -                     -
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach
to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s
reputation.

The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash
flows.

If the Group anticipates a need to raise additional capital within 6 months to meet forecasted operational activities, then the
decision on how the Company will raise future capital will depend on market conditions existing at that time.

(d)   Fair Value of Financial Instruments

This note provides information about how the Group determines fair values of various financial assets and financial liabilities.

The Directors consider that carrying amounts at financial assets and financial liabilities recognised in the consolidated
financial statements approximate to their fair value.

                                                                   Fair value hierarchy as at 31 December 2018                        Amortised
                                                         Level 1             Level 2            Level 3        Total                    Cost
                                                          USD                  USD               USD           USD                      USD

 Financial assets
 Financial assets held at amortised cost
      -    Trade and other receivables                               -                 -                  -                  -           409,677
 Total                                                               -                 -                  -                  -           409,677

 Financial liabilities
 Financial liabilities held at amortised cost:
      -     Trade and other payables                                 -                 -                  -                  -          1,702,392
 Financial liabilities held at fair value:
      -     Derivative financial liability                           -         503,398                    -          503,398                    -
 Total                                                               -         503,398                    -          503,398            1,702,392


                                                                   Fair value hierarchy as at 31 December 2017                        Amortised
                                                         Level 1             Level 2            Level 3        Total                    Cost
                                                          USD                  USD               USD           USD                      USD

 Financial assets
 Financial assets held at amortised cost
      -    Trade and other receivables                               -                 -                  -                  -           346,993
 Total                                                               -                 -                  -                  -           346,993

 Financial liabilities
 Financial liabilities held at amortised cost:
      -     Trade and other payables                                 -                 -                  -                  -          3,267,317
 Total                                                               -                 -                  -                  -          3,267,317

The information on the fair values of various financial assets and financial liabilities for the Parent are as follows:

                                                                   Fair value hierarchy as at 31 December 2018                        Amortised
                                                         Level 1             Level 2            Level 3        Total                    Cost
                                                          USD                  USD               USD           USD                      USD

 Financial assets
 Financial assets held at amortised cost
      -    Trade and other receivables                               -                 -                  -                  -         12,634,124
 Total                                                               -                 -                  -                  -         12,634,124

 Financial liabilities
 Financial liabilities held at amortised cost:
      -     Trade and other payables                              -                -                -                 -          144,217
 Financial liabilities held at fair value:
      -     Derivative financial liability                        -          503,398                -          503,398                 -
 Total                                                            -          503,398                -          503,398           144,217


                                                                Fair value hierarchy as at 31 December 2017                  Amortised
                                                      Level 1             Level 2            Level 3        Total              Cost
                                                       USD                  USD               USD           USD                USD

 Financial assets
 Financial assets held at amortised cost
      -    Trade and other receivables                            -                -                -                 -           65,631
 Total                                                            -                -                -                 -           65,631

 Financial liabilities
 Financial liabilities held at amortised cost:
      -     Trade and other payables                              -                -                -                 -           16,774
 Total                                                            -                -                -                 -           16,774

NOTE 16: SEGMENT INFORMATION
Management has determined that the Company and the Group has one reporting segment being mineral exploration in
Central Africa.

As the Group is focused on mineral exploration in Central Africa, management make resource allocation decisions by
reviewing the working capital balance, comparing cash balances to committed exploration expenditure and reviewing the
current results of exploration work performed. This internal reporting framework is the most relevant to assist the Board
with making decisions regarding the Group and its ongoing exploration activities, while also taking into consideration the
results of exploration work that has been performed to date and capital available to the Company.


NOTE 17: EVENTS SUBSEQUENT TO REPORTING DATE
On 29 January 2019 the Company publicly announced the outcomes of the Kola DFS on the AIM market, ASX and on JSE. The
Kola DFS was undertaken by the FC during 2017 and 2018. The highlights of the Kola DFS are detailed on pages Error!
Bookmark not defined. to Error! Bookmark not defined. of the Annual Report and the full announcement can be found on
the Company’s website.

The FC who undertook the Kola DFS was contracted to deliver a proposal for an EPC contract within 3 months of the
completion of the DFS. The FC submitted an EPC proposal on 23 March 2019 which was past the agreed due date of
28 February 2019. The Company is now assessing its options for the way forward on the Kola Project which could include
seeking competitive EPC proposals from European companies.

On 13 February 2019, 1,886,996 Class C Performance Rights were converted into 1,886,996 fully paid ordinary shares
following satisfaction of vesting conditions.

There are no other significant events that have occurred since reporting date requiring separate disclosure.


NOTE 18: OPERATING LEASE ARRANGEMENTS
Leasing Arrangements
Operating leases relate to leases of offices and other property with lease terms of up to 5 years. The Group does not have
an option to purchase the leased property at the expiry of the lease periods.


Non-Cancellable Operating Lease Commitments
                                                                          Parent           Parent          Consolidated Entity
                                                                      Dec 2018         Dec 2017         Dec 2018             Dec 2017
                                                                     USD                    USD                 USD                USD



   Not later than 1 year                                                       -                       -          176,097          115,483
   Later than 1 year and not later than 5 years                                -                       -           40,604               85,632
   Later than 5 years                                                          -                       -                  -                  -
                                                                               -                       -          216,702          201,115

No liabilities have been recognised in respect of non-cancellable operating leases.


NOTE 19: COMMITMENTS FOR EXPENDITURE

Exploration and Evaluation Expenditure Commitments

In order to maintain current rights of tenure to exploration permits, the Group is required meet minimum expenditure
requirements by performing exploration and development work. As at year end, the minimum expenditure requirement has
not yet been determined with respect to the Group’s Sintoukola 2 exploration permit. However, when the minimum
expenditure requirement is confirmed this will need to be satisfied over a period of 3 years.

The are no minimum expenditure requirements with respect to the Group’s mining licences. One of the key investment
promotion provisions for the Mining Convention includes that the RoC is to be granted a 10% carried equity interest in the
project companies, which are currently wholly-owned by the Group’s subsidiary, SPSA.

If the Group decides to relinquish certain licences and/or does not meet the obligations of the new mining convention, assets
recognised in the statement of financial position may require review to determine the appropriateness of the carrying values.
The sale, transfer or farm-out of exploration rights to third parties will reduce or extinguish these obligations.

Kola DFS Commitment

On 28 February 2017 the Company signed a contract with TechnipFMC, VINCI Construction Grands Projets, Egis and Louis
Dreyfus Armateur (the FC), for the implementation of the DFS.

At the date of this report, the Group had the following DFS commitment:
                                                                         Parent             Parent                Consolidated Entity
                                                                   Dec 2018             Dec 2017               Dec 2018        Dec 2017
                                                                      USD                    USD                 USD              USD


   Not later than 1 year                                                           -                   -          935,563         9,259,776
   Later than 1 year and not later than 5 years                                    -                   -         1,575,750                   -
   Later than 5 years                                                              -                   -                  -                  -
                                                                                   -                   -         2,511,313        9,259,776



NOTE 20: AUDITORS’ REMUNERATION
                                                                                   Parent                         Consolidated Entity
                                                                     Dec 2018               Dec 2017           Dec 2018        Dec 2017
                                                                       USD                    USD                USD             USD
Fees payable to the Company’s auditor and their associates for
the audit of the Company’s annual accounts
Deloitte – External Audit                                                  105,000                35,000          165,108          103,679
Total audit fees                                                           105,000                35,000          165,108          103,679


Fees payable to the Company’s auditor and their associates for
other non-audit services to the Group
Half-year review                                                            39,217                         -        57,665          40,763
Review of prior years for South African subsidiary                               -                         -         6,546               -
Services in connection with the AIM listing                                   -                  -         148,632            411,015
Tax, Research and Development consulting                                      -                  -         113,866             34,188
Total non-audit services                                                 39,217                  -         326,709            485,966

Total fees payable to the Company’s auditor and their
associates                                                              144,217            35,000          491,817            589,645



NOTE 21: RELATED PARTY TRANSACTIONS

Directors remuneration
The expense of USD 812,575 recognised (2018: USD 365,371) includes directors fees paid and remuneration for the current
and outgoing Chief Executive Officer.

The Company paid USD 6,050 (2017: USD 13,652) to Piaster Pty Ltd as trustee for the Trollip Family Superannuation Fund for
Mr Jonathan Trollip’s director fees. Mr Trollip is a director of and has a beneficial interest in Piaster Pty Ltd.

On 27 June 2018, the shareholders approved the grant of 17,200,000 unlisted options to Brad Sampson, valued at a total of
USD 1,171,320 and 4,000,000 unlisted options to David Hathorn, valued at a total of USD 145,600 at the Company’s AGM.

The shareholders also approved the cancellation of the below existing Performance Rights and the grant of new Performance
Rights to the below Non-Executive Directors at the Company’s AGM.

 Director                            Number of existing             Number of new
                                     Performance Rights           Performance Rights
 David Hathorn                           11,000,000                    1,500,000
 Jonathan Trollip                         2,000,000                     750,000
 Leonard Math                             1,000,000                     750,000
 David Netherway                             Nil                        750,000
 Timothy Keating                             Nil                        750,000

The new Performance Rights have a total value of USD 336,150.

On 27 June 2018, the shareholders also approved the issue of 500,000 and 1,050,000 Performance Rights to Sean Bennett
at the Company’s AGM to recognise his contribution to the Company and the transition of his position as CEO to a successor
and his role in successfully implementing the re-domicile of the Group in the United Kingdom, the listing of the Company on
the AIM and the JSE and the recent completion of a capital raising. These Performance Rights have a total value of
USD 115,785.

The details of the unlisted options and Performance Rights granted are in the Company’s Notice of General Meeting
announced on 1 June 2018.

No other director has entered into a material contract (apart from employment) with the Company since the incorporation
of the Company and there were no material contracts involving directors’ interests at the half-year end. Remuneration
arrangements of KMP are disclosed in the Directors’ Remuneration Report on pages Error! Bookmark not defined. to Error!
Bookmark not defined. of this Annual Report.

Loans to KMP and its related parties
David Hathorn (Chairman) and Sean Bennett (previous CEO) were each issued with 25,000 Redeemable (Non-Voting)
Preference Shares at GBP 1.00 each in the Kore Potash plc (held directly). Under the Scheme of Arrangement, both Directors
gave an irrevocable undertaking to pay the Company the sum of GBP 25,000 on or before the date that is five years from the
date of the undertaking or, if sooner, immediately upon a written demand or demands by the Company. At 31 December
2017, the amount owing by the two Directors to the Company was USD 65,631 (GBP 50,000). Upon completion of the Scheme
of Arrangement, and upon the Company’s capital raising on 23 March 2018, the Redeemable Preference Shares were
redeemed and the amounts payable by the Directors were offset by an amount payable by the Company back to the
Directors.

On 26 March 2018, the Company entered into a convertible loan note agreement with the Chairman to lend USD 250,000 to
the Company. The convertible loan note did not attract interest and was unsecured. At the Company’s AGM on 27 June 2018,
the shareholders approved the conversion of the convertible loan note into 1,618,250 shares at AUD 0.20 per share and
250,000 free-attaching warrants. The shares and warrants were issued on 27 July 2018.
Other transactions with the Company and the Group
No KMP has entered into a material contract (apart from employment) with the Company and the Group. Please refer to the
Remuneration Report in the Directors’ Report for the remuneration paid to the KMP. No amount of remuneration is
outstanding at 31 December 2018 (31 December 2017: nil).

Nexia Perth Pty Ltd is engaged to provide accounting, administrative and company secretarial services for the Group on
commercial terms. Mr Henko Vos, who is based in Perth, Australia has been appointed as joint company secretary and is also
currently an employee with Nexia Perth. During the year, the total amount paid to Nexia Perth by the Group for providing
accounting, administration and company secretarial services was USD 163,445 (2017: USD 117,387).

FKW Consulting Ltd was engaged to provide company secretarial services for the Company on commercial terms prior to Mrs
Francesca Wilson’s resignation as joint company secretary on 30 September 2018. Mrs Francesca Wilson, who is based in
London, UK was appointed as joint company secretary up until 30 September 2018 and is also currently an employee with
FKW Consulting Ltd during the year. During the year, the total amount paid to FKW Consulting Ltd by the Group for providing
company secretarial services was USD 11,134 (2017: 13,383).

Following Mrs Francesca Wilson’s resignation as joint company secretary on 30 September 2018, St James’s Corporate
Services Limited was appointed on 1 October 2018, and engaged to provide company secretarial services for the Company
on commercial terms. During the year, the total amount paid to St James’s Corporate Services Limited by the Group for
providing company secretarial services was USD 29,100.

There were no other transactions with KMP and its related parties.

NOTE 22: KMP DISCLOSURES
The following were KMP of the Company and the Group at any time during the reporting period and unless otherwise
indicated were KMP for the entire period.

 Executive Directors
 Brad Sampson                        Chief Executive Officer (appointed on 4 June 2018)
 Sean Bennett                        Chief Executive Officer (appointed on 20 November 2015, resigned on 4 June 2018)

 Non-Executive Directors
 David Hathorn                       Non-Executive Chairman (appointed on 20 November 2015)
 Jonathan Trollip                    Non-Executive Director (appointed on 21 April 2016)
 Leonard Math                        Non-Executive Director (appointed on 24 April 2014)
 Timothy Keating                     Non-Executive Director (appointed on 15 November 2016)
 David Netherway                     Non-Executive Director (appointed on 12 December 2017)
 José Antonio Merino                 Non-Executive Director (appointed on 23 May 2018)
 Pablo Altimiras                     Non-Executive Director (appointed on 15 November 2016, resigned on 23 May 2018)

 Executives
 Henko Vos                           Joint Company Secretary (appointed on 16 November 2016)
 St James’s Corporate                Joint Company Secretary (appointed on 1 October 2018)
 Services Limited
 Francesca Wilson                    Joint Company Secretary (appointed on 29 November 2017,
                                                                   resigned on 30 September 2018)
 John Crews                          Chief Financial Officer (appointed on 22 May 2017)
 Julien Babey                        Business Development and Head of RoC (appointed on 1 January 2016)
 Gavin Chamberlain                   Chief Operating Officer (appointed 1 October 2017)
 Lawrence Davidson                   Chief Financial Officer and Risk Officer     (resigned on 1 January 2018)
                                     Joint Company Secretary                      (resigned on 25 January 2018)

 (i) David Hathorn and Sean Bennett were appointed as the directors of Kore Potash plc on the date of incorporation of the
      Company on 25 August 2017.
 (ii) In accordance with the Scheme of Arrangement between Kore Potash Limited and its shareholders, Jonathan Trollip,
      Leonard Math, Timothy Keating and Pablo Altimiras were appointed as the directors of the Company on 17 November
      2017.

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 2018              Dec 2017
                                                                                                               USD                   USD
 Short-term employee benefits                                                                            1,807,001             1,510,100
 Post-employment benefits                                                                                    6,050                13,652
 Termination benefits                                                                                      325,705               256,986
 Equity compensation benefits                                                                              981,042             1,286,133
                                                                                                         3,119,798             3,066,871

There were seven directors who held office at the end of the 2018 and 2017 years. Details of directors’ remuneration are
provided in the Directors’ Remuneration Report on pages Error! Bookmark not defined. to Error! Bookmark not defined. of
this Annual Report.

Individual directors and executives compensation disclosures
Information regarding individual directors and executives’ compensation and equity instruments disclosures is provided in
the Remuneration Report section of the Directors’ Report. Apart from the details disclosed in this note, no director has
entered into a material contract with the Company or the Group since the end of the previous financial year and there were
no material contracts involving directors’ interests existing at year-end.

NOTE 23: 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 2018             Dec 2017          Dec 2018        Dec 2017
                                                                     USD                  USD               USD              USD
Expense arising from equity-settled share-based payment
transactions                                                               695,345             75,545           695,345         1,919,924

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 2018           Dec 2017        Dec 2018           Dec 2017
                                                                     USD                 USD             USD               USD
Amounts capitalised to exploration and evaluation
expenditure arising from equity-settled share-based payment
transactions                                                              539,930                 -         539,930                        -

Parent
In accordance with the Scheme of Arrangement between Kore Potash Limited and its shareholders, 58,191,226 Unlisted
Options and 48,077,728 Performance Rights/Shares were issued on 20 November 2017 from the Company to the holders of
Unlisted Options or Performance Rights/Shares in Kore Potash Limited in consideration for the cancellation of those Kore
Potash Limited Unlisted Options and Performance Rights/Shares.

The value of the above Parent entity’s share-based payments in 2017 refer to the value of Performance Rights
vested/cancelled after the Unlisted Options and Performance Rights/Shares were transferred from Kore Potash Limited to
the Company. On 20 December 2017, 3,237,624 Performance Rights and Performance Shares vested and converted into
3,237,624 Chess Depositary Interests (CDI’s) and 2,245,000 Performance Rights previously granted were cancelled following
the resignation of Werner Swanepoel (Project Director). The share based payments of USD 75,545 in 2017 relate to KMP.

Consolidated Entity
The Group granted shares rights and options to KMP and other employees as part of as an incentive for future services and
as a reward for past services. The table above shows the vesting expense recognised during the year of USD 695,345 (2017:
USD 1,919,924) and vesting expenses capitalised to exploration and evaluation expenditure of USD 539,930 (2017: Nil).

Details of the share options outstanding during the year are as follows:
                                                                                2018                                  2017
                                                                                           Weighted                          Weighted
                                                               Number of share                average       Number of           average
                                                                      options           exercise price          share     exercise price
                                                                                                              options
 Outstanding at beginning at year                                     8,191,226          AUD 0.33         8,441,226            AUD 0.35
 Granted during the year                                            21,200,000           GBP 0.11                 -                   -
 Forfeited during the year                                                    -                 -                 -                   -
 Exercised during the year                                                    -                 -                 -                   -
 Lapsed during the year                                             (8,191,226)          AUD 0.33         (250,000)            AUD 0.90
 Outstanding at the end of the year                                 21,200,000           GBP 0.11         8,191,226            AUD 0.33

The share options outstanding at 31 December 2018 had a weighted average exercise price of GBP 0.11 and a weighted
average contractual life of 8 years.

Details of options and performance rights issued to KMP

Option Series 19 to 21

During the 2013 financial year, 250,000 options exercisable at AUD 0.90 expiring 22 May 2017 were issued to a previous
Director, Mr Robert Franklyn, following shareholder approval at the AGM held on 22 May 2013. The details of the options
are as per below.

The options were valued using the Black Scholes Option Pricing Model. The table below shows the fair value of the options
and the inputs used in determining the fair value.

 Inputs into the model                 Tranche 1          Tranche 2          Tranche 3
                                       (Series 19)        (Series 20)        (Series 21)
 Grant date                            22 May 2013         22 May 2013       22 May 2013
 Share price at grant date                 AUD 0.39           AUD 0.39          AUD 0.39
 Exercise price                            AUD 0.90           AUD 0.90          AUD 0.90
 Expiry date                           22 May 2017         22 May 2017       22 May 2017
 Expected volatility                           100%                100%              100%
 Dividend yield                                   0%                 0%                0%
 Risk free rate                                2.75%              2.75%             2.75%
 Vesting date                          22 May 2014         22 May 2015       22 May 2016
 Vesting period (years)                          0.90               1.90              2.90
 Fair value per option calculated       AUD 0.2181          AUD 0.2181        AUD 0.2181
 based on above inputs
 Number of options                           83,333              83,333            83,334

The above options expired during the 2017 financial year on 22 May 2017.


Option Series 22 to 24

On 9 April 2014, the Company granted 6,509,013 Options exercisable at AUD 0.33 expiring 15 April 2018 to employees under
the Group’s Employee Share Option Plan.

The options were subject to the following vesting conditions:
• 1/3rd which vested on 15 April 2014;
• 1/3rd which vested on 15 April 2015; and
• 1/3rd which vested on 15 April 2016.

None of the options had any voting rights, any entitlement to dividends or any entitlement to the proceeds of liquidation in
the event of a winding up.

The fair value of the equity-settled share options granted was estimated as at the grant date using the Binomial Option
Pricing Model taking into account the terms and conditions upon which the instruments were granted. Expected volatility
was based on the historical share price volatility over the previous years.

Details of options and performance rights issued to KMP (cont)

Option Series 22 to 24 (Cont)
The input used in the measurement of the fair value at grant date of equity settled share based payments plan were as
follows:
 Inputs into the model                 Tranche 1            Tranche 2         Tranche 3
                                      (Series 22)          (Series 23)       (Series 24)
 Grant date share price                AUD 0.26             AUD 0.26          AUD 0.26
 Exercise price                        AUD 0.33             AUD 0.33          AUD 0.33
 Expected volatility                     100%                 100%              100%
 Option life                            4 years              4 years           4 years
 Dividend yield                           0%                   0%                0%
 Risk free interest rate                 2.5%                 2.5%              2.5%
 Weighted average grant date          AUD 0.1242           AUD 0.1391        AUD 0.1522
 fair value
 Number of options                     2,169,671           2,169,671         2,169,671

During the 2014 year, a total of 817,787 of options lapsed, 408,893 from Tranche 2 (Option Series 23) and 408,894 from
Tranche 3 (Option Series 24).

The remaining options expired during the 2018 financial year on 15 April 2018.


Option Series 25 to 27
On 12 May 2014, the Company granted 1,000,000 options exercisable at AUD 0.33 expiring 15 April 2018 to an employee
under the Group’s Employee Share Option Plan.

The options were subject to the following vesting conditions:
• 1/3rd which vested on 15 April 2014;
• 1/3rd which vested on 15 April 2015; and
• 1/3rd which vested on 15 April 2016.

None of the options had any voting rights, any entitlement to dividends or any entitlement to the proceeds of liquidation in
the event of a winding up.

The fair value of the equity-settled share options granted was estimated as at the grant date using the Binomial Option
Pricing Model taking into account the terms and conditions upon which the instruments were granted. Expected volatility
was based on the historical share price volatility over the past years.

Option Series 25 to 27 (Cont)
The input used in the measurement of the fair value at grant date of equity settled share based payments plan were as
follows:

 Inputs into the model                 Tranche 1            Tranche 2         Tranche 3
                                      (Series 25)          (Series 26)       (Series 27)
 Grant date share price                AUD 0.22             AUD 0.22          AUD 0.22
 Exercise price                        AUD 0.33             AUD 0.33          AUD 0.33
 Expected volatility                     100%                 100%              100%
 Option life                            4 years              4 years           4 years
 Dividend yield                           0%                   0%                0%
 Risk free interest rate                 2.5%                 2.5%              2.5%
 Weighted average grant date          AUD 0.0948           AUD 0.1073        AUD 0.1194
 fair value
 Number of options                      333,333             333,333           333,333

The above options expired during the 2018 financial year on 15 April 2018.


Option Series 28 to 30
On 30 May 2014, the Company issued 1,500,000 Options exercisable at AUD 0.33 expiring 26 June 2018 to the following
previous Directors under the Group’s Employee Share Option Plan

Mr John Iain Macpherson                1,100,000 Options
Mr Robert Samuel Middlemas             400,000 Options

The options were subject to the following vesting conditions:
•     1/3rd which vested on 15 April 2014;
•     1/3rd which vested on 15 April 2015; and
•     1/3rd which vested on 15 April 2016.

None of the options had any voting rights, any entitlement to dividends or any entitlement to the proceeds of liquidation in
the event of a winding up.

The fair value of the unlisted options granted was estimated as at the grant date using the Binomial Option Pricing Model
taking into account the terms and conditions upon which the instruments were granted. Expected volatility was based on
the historical share price volatility over the previous years.
The input used in the measurement of the fair value at grant date of equity settled share based payments plan were as
follows:

    Inputs into the model                Tranche 1             Tranche 2          Tranche 3
                                        (Series 28)           (Series 29)        (Series 30)
    Grant date share price               AUD 0.25              AUD 0.25           AUD 0.25
    Exercise price                       AUD 0.33              AUD 0.33           AUD 0.33
    Expected volatility                    100%                  100%               100%
    Option life                           4 years               4 years            4 years
    Dividend yield                          0%                    0%                 0%
    Risk free interest rate                2.5%                  2.5%               2.5%
    Weighted average grant date         AUD 0.1177            AUD 0.1303         AUD 0.1432
    fair value
    Number of options                     500,000              500,000            500,000

The above options expired during the 2018 financial year on 26 June 2018.


Option Series 31 and 32
At the Company’s AGM on 27 June 2018, the Company’s shareholders approved the grant of 17,200,000 unlisted options to
Brad Sampson and 4,000,000 unlisted options to David Hathorn. The vesting conditions for the unlisted options include
milestones being achieved in relation to the Kola Project, as follows:

                                             Brad Sampson               David Hathorn
    Vesting conditions                     (Option Series 31)         (Option Series 32)
    Completion of project financing             5,733,333                  4,000,000
    Completion of project                      11,466,667                            -
    Total                                      17,200,000                  4,000,000

    Expiry                                       27/06/2028                 27/06/2020

The fair value at grant date of the unlisted options issued to Brad Sampson and to David Hathorn was estimated at
GBP 0.0518 and GBP 0.0241 respectively, using the Black Scholes Option Pricing Model taking into account the terms and
conditions as set out above. The input used in the measurement of the fair value at grant date of the unlisted options were
as follows:

    Input into the model                Option Series 31           Option Series 32
    Grant Date Share Price                 GBP 0.06                   GBP 0.06
    Expected Volatility                    108.90%                    108.90%
    Options Life                            10 years                   2 years
    Grant date fair value                 GBP 0.0518                 GBP 0.0241

Rights Series 4 to 6
On 17 September 2015, the Company issued 7,998,270 Performance Rights to the following employees of the Group under
the Group’s Employee Performance Rights Plan.

    Employee                              Class A                     Class B                  Class C
    Lawrence Davidson                       376,374                     376,374                  376,374
    Julien Babey                            521,957                     521,957                  521,957
    Other employees                       1,767,759                   1,767,759                1,767,759
    Total                                 2,666,090                   2,666,090                2,666,090
Rights and each class’ vesting conditions is as follows:-

Rights Series 4 - Class A Performance Rights (Employee)
Performance Rights vest as one Share for each Performance Right subject to the satisfaction of the following performance
criteria within 24 months from the date of issue:-
•      the Company’s market capitalisation averaging over a period of 60 consecutive days of trading a daily average of not
       less than AUD 85 million; and
•      completing 12 months of continuous service with the Company.

Rights Series 5 - Class B Performance Rights (Employee)
Performance Rights vest as one Share for each Performance Right subject to the satisfaction of the following performance
criteria within 36 months from the date of issue:
•      the Company’s market capitalisation averaging over a period of 60 consecutive days of trading a daily average of not
       less than AUD 100 million; and
•      completing 24 months of continuous service with the Company.

Rights Series 6 - Class C Performance Rights (Employee)
Performance Rights vest as one Share for each Performance Right subject to the satisfaction of the following performance
criteria within 48 months from the date of issue:
•      the Company’s market capitalisation averaging over a period of 60 consecutive days of trading a daily average of not
       less than AUD 120 million; and
•      completing 36 months of continuous service with the Company.

The fair value of the performance rights granted was estimated as at the grant date using the Monte-Carlo Pricing Model
taking into account the terms and conditions upon which the instruments were granted.

The input used in the measurement of the fair value at grant date of the performance rights were as follows:

 Inputs into the model                              Series 4 – Class A                 Series 5 – Class B          Series 6 – Class C
 Grant date share price                                AUD 0.185                          AUD 0.185                   AUD 0.185
 Expected volatility                                       80%                                80%                         80%
 Rights life                                             2 years                            3 years                     4 years
 Grant date fair value                                AUD 0.1451                         AUD 0.1507                  AUD 0.1510

During the 2017 and 2018 years, the Class A, Class B and Class C Performance Rights vested and the following shares were
subsequently issued to the following employees of the Group:

 Employee                                    Shares (i)                  Shares (ii)                Shares (iii)
 Lawrence Davidson                              376,374                     376,374                     376,374
 Julien Babey                                   521,957                     521,957                     521,957
 Other employees                              1,767,759                   1,767,759                   1,767,759
 Total                                        2,666,090                   2,666,090                   2,666,090

(i) The shares from Class A Performance Rights were issued during the 2017 year.
(ii) The shares from Class B Performance Rights were issued during the 2018 year.
(iii) The shares from Class C Performance Rights were issued subsequent to year end on 13 February 2019.


Rights Series 7 - Performance Rights (Previous Project Director)
On 29 February 2016, the Company granted 5,000,000 Performance Rights to Mr Werner Swanepoel, Project Director, under
the Group’s Employee Performance Rights Plan. The rights were contractually agreed to on 7 December 2015 pursuant to
Mr Swanepoel’s employment agreement. The Performance Rights vest as one Share for each Performance Right subject to
the satisfaction of the following:

   Vesting Conditions
     Joining K2P
     (1) - sign on bonus                                                           250,000
     (1) - allocated after 1 year service                                          250,000
     (1) - allocated after 2 years service                                         250,000
     (1) - allocated after 3 years service                                         250,000
        Kola Resource & Mine
        (2) - DFS Completion                                                   1,000,000
        (3) - Off-take secured to support debt finance for mine build            500,000
        (4) - Complete finance package for mine build                            500,000

        Dougou Resource
        (5) - Development advanced to commencement of DFS                        500,000

        Yangala Resource
        (6) - Development advanced to completion of PFS                          500,000

        Share Price Allocation Matrix                                          1,000,000
        25% initial tranche (Note 1(a))                                          250,000
        straight line between AUD 0.50 and AUD 2.00 (Note 1(b))
        100%                                                                   1,000,000
      TOTAL                                                                    5,000,000

Note 1: Share Price Allocation Matrix
Performance Rights vest on the basis of one Share for each Performance Right vesting, calculated as follows:

(a)     For the first Vesting Period (6 months) following issue, the number of Shares to be issued is:
        (i)   where the 30 day average daily VWAP is less than AUD 0.50, nil;
        (ii) where the 30 day average daily VWAP is AUD 0.50 or more, the Initial Tranche plus 500 Shares for each one tenth
              of a cent that the 30 day average daily VWAP exceeds AUD 0.50.

(b)     For the remainder of the Performance Rights Term (5 years), the number of Shares to be issued at the end of each
        Vesting Period (6 months) is:
        (i)   where the Initial Tranche has not been issued and the 30 day average daily VWAP for the current Vesting Period
              is AUD 0.50 or more, the Initial Tranche plus 500 Shares for each one tenth of a cent that the 30 day average
              daily VWAP exceeds AUD 0.50 on the basis of one Share for each Performance Right.
        (ii) where the 30 day average daily VWAP is less than the 30 day average daily VWAP for any pervious Vesting Period,
              nil.
        (iii) where the 30 day average daily VWAP is equal to or more than the highest previous 30 day average daily VWAP,
              500 Shares for each one tenth of a cent that the 30 day average daily VWAP exceeds the highest previous 30 day
              average daily VWAP.

The fair value of the operational performance rights granted (4,000,000) is calculated based on the share price at grant date.
The fair value of these operational performance rights is AUD 0.19.

The fair value of the remaining performance rights granted with a share price threshold (1,000,000) is estimated as at the
grant date using the Monte-Carlo Pricing Model taking into account the terms and conditions upon which the instruments
were granted.

The input used in the measurement of the fair value at grant date of the performance rights were as follows:

      Inputs into the model              Series 7
      Grant date share price            AUD 0.19
      Expected volatility                  80%
      Rights life                        5 years
      Grant date fair value            AUD 0.1167

On 29 February 2016, 250,000 Fully Paid Ordinary Shares were issued following the vesting of the Performance Rights as a
sign on bonus for the Project Director. In addition, subsequent to year end on 3 February 2017, 250,000 Fully Paid Ordinary
Shares were issued to the Project Director following the vesting of the Performance Rights due to one year of service being
completed on 7 December 2016. On 18 December 2017, 2,245,000 Performance Rights was cancelled upon Mr. Swanepoel’s
resignation. The remaining 2,255,000 Performance Rights were outstanding as at 31 December 2018.

Rights Series 8 - Performance Rights (Chairman)
On 2 March 2016, following shareholders’ approval, the Company granted 13,000,000 Performance Rights to Mr David
Hathorn under the Group’s Employee Performance Rights Plan. Performance Rights vested as one Share for each
Performance Right subject to the satisfaction of the following:

      Vesting Conditions
        Joining K2P
        (1) - allocated after 1 year service                                 1,000,000
        (1) - allocated after 2 years service                                1,000,000
        (1) - allocated after 3 years service                                1,000,000

        Share Price Allocation Matrix                                       10,000,000
        20%                                                                  2,000,000
        straight line between AUD 0.50 and AUD 2.00 (Note 1(b))
        100%                                                                10,000,000
      TOTAL                                                                 13,000,000

Note 1: Share Price Allocation Matrix
Performance Rights vest on the basis of one Share for each Performance Right vesting, calculated as follows:

(a)     For the first Vesting Period (6 months) following issue, the number of Shares to be issued is:
        (i)   where the 30 day average daily VWAP is less than AUD 0.50, nil.
        (ii) where the 30 day average daily VWAP is AUD 0.50 or more, the Initial Tranche plus 5,333 Shares for each one
              tenth of a cent that the 30 day average daily VWAP exceeds AUD 0.50.

(b)     For the remainder of the Performance Rights Term (5 years), the number of Shares to be issued at the end of each
        Vesting Period (6 months) is:
        (i)   where the Initial Tranche has not been issued and the 30 day average daily VWAP for the current Vesting Period
              is AUD 0.50 or more, the Initial Tranche plus 5,333 Shares for each one tenth of a cent that the 30 day average
              daily VWAP exceeds AUD 0.50 on the basis of one Share for each Performance Right.
        (ii) where the 30 day average daily VWAP is less than the 30 day average daily VWAP for any previous Vesting Period,
              nil.
        (iii) where the 30 day average daily VWAP is equal to or more than the highest previous 30 day average daily VWAP,
              5,333 Shares for each one tenth of a cent that the 30 day average daily VWAP exceeds the highest previous 30
              day average daily VWAP.

The fair value of the operational performance rights granted (3,000,000) was calculated based on the share price at grant
date. The fair value of these operational performance rights was AUD 0.20.

The fair value of the remaining performance rights granted with a share price threshold (10,000,000) is estimated as at the
grant date using the Monte-Carlo Pricing Model taking into account the terms and conditions upon which the instruments
were granted.

The input used in the measurement of the fair value at grant date of these performance rights were as follows:

      Inputs into the model              Series 8
      Issue date share price            AUD 0.165
      Expected volatility                  80%
      Rights life                         5 years
      Grant date fair value             AUD 0.1475

On 3 February 2017 and on 20 December 2017, 2,000,000 Fully Paid Ordinary Shares were issued to the Chairman following
the vesting of the Performance Rights due to his one and two years of service being completed on 20 November 2016 and
20 November 2017, respectively.

The remaining 11,000,000 Performance Rights were cancelled following shareholder approval at the Company’s AGM on 27
June 2018.


Rights Series 9 - Performance Rights (Previous CEO)
On 2 March 2016, following shareholders’ approval, the Company granted 8,500,000 Performance Rights to Mr Sean Bennett
under the Group’s Employee Performance Rights Plan. Performance Rights vest as one Share for each Performance Right
subject to the satisfaction of the following:

      Vesting Conditions
        Joining K2P
        (1) - sign on bonus                                                      531,250
        (1) - allocated after 1 year service                                     531,250
        (1) - allocated after 2 years service                                    531,250
        (1) - allocated after 3 years service                                    531,250
        Kola Resource & Mine
        (2) - DFS Completion                                                     850,000
        (3) - Off-take secured to support debt finance for mine build            850,000
        (4) - Complete finance package for mine build                            850,000
        Dougou Resource
        (5) - Development advanced to commencement of DFS                        850,000
        Yangala Resource
        (6) - Development advanced to completion of PFS                          850,000
        Share Price Allocation Matrix                                          2,125,000
        25% initial tranche (Note 1(a))                                          531,250
        straight line between AUD 0.50 and AUD 2.00 (Note 1(b))
        100%                                                                   2,125,000
      TOTAL                                                                    8,500,000

Note 1: Share Price Allocation Matrix
Performance Rights vest on the basis of one Share for each Performance Right vesting, calculated as follows:

(a)     For the first Vesting Period (6 months) following issue, the number of Shares to be issued is:
        (i)   where the 30 day average daily VWAP is less than AUD 0.50, nil;
        (ii) where the 30 day average daily VWAP is AUD 0.50 or more, the Initial Tranche plus 1,062 Shares for each one
              tenth of a cent that the 30 day average daily VWAP exceeds AUD 0.50.

(b)     For the remainder of the Performance Rights Term (5 years), the number of Shares to be issued at the end of each
        Vesting Period (6 months) is:
        (i)   where the Initial Tranche has not been issued and the 30 day average daily VWAP for the current Vesting Period
              is AUD 0.50 or more, the Initial Tranche plus 1,062 Shares for each one tenth of a cent that the 30 day average
              daily VWAP exceeds AUD 0.50 on the basis of one Share for each Performance Right.
        (ii) where the 30 day average daily VWAP is less than the 30 day average daily VWAP for any pervious Vesting Period,
              nil.
        (iii) where the 30 day average daily VWAP is equal to or more than the highest previous 30 day average daily VWAP,
              1,062 Shares for each one tenth of a cent that the 30 day average daily VWAP exceeds the highest previous 30
              day average daily VWAP.

The fair value of the operational performance rights granted (6,375,000) is calculated based on the share price at grant date.
The fair value of these operational performance rights is AUD 0.20.

The fair value of the remaining performance rights granted with a share price threshold (2,125,000) is estimated as at the
grant date using the Monte-Carlo Pricing Model taking into account the terms and conditions upon which the instruments
were granted.

The input used in the measurement of the fair value at grant date of the performance rights were as follows:

      Inputs into the model              Series 9
      Issue date share price            AUD 0.165
      Expected volatility                  80%
      Rights life                         5 years
      Grant date fair value             AUD 0.1469

The following Fully Paid Ordinary Shares were issued to the previous CEO during the 2017 and 2018 years:

      Date                               Shares
      2 March 2016                        531,250      Following vesting due to sign-on bonus.
      3 February 2017                     531,250      Following 1 year of service being completed on 20 November 2016.
      20 November 2017                    531,250      Following 2 years of service being completed on 20 November 2017.
      Total                             1,593,750

On 4 June 2018, 1,025,000 Performance Rights were cancelled following the resignation of the previous CEO. The remaining
5,881,250 was outstanding at year end.
Rights Series 10 - Performance Rights (Non-Executive Director - J Trollip)
On 6 July 2016, following shareholders’ approval, the Company granted 2,000,000 Performance Rights to Mr Jonathan Trollip
under the Group’s Employee Performance Rights Plan. Performance Rights vest as one Share for each Performance Right
subject to the satisfaction of the following:

      Vesting Conditions
        Share Price Allocation Matrix                                        2,000,000
        25% initial tranche (Note 1(a))                                        500,000
        straight line between AUD 0.50 and AUD 2.00 (Note 1(b))
        100%                                                                 1,500,000
      TOTAL                                                                  2,000,000


Note 1: Share Price Allocation Matrix
Performance Rights vest on the basis of one Share for each Performance Right vesting, calculated as follows:

(a)     For the first Vesting Period (6 months) following issue, the number of Shares to be issued is:
        (i)   where the 30 day average daily VWAP is less than AUD 0.50, nil;
        (ii) where the 30 day average daily VWAP is AUD 0.50 or more, the Initial Tranche plus 1,000 Shares for each one
              tenth of a cent that the 30 day average daily VWAP exceeds AUD 0.50.

(b)     For the remainder of the Performance Rights Term (5 years), the number of Shares to be issued at the end of each
        Vesting Period (6 months) is:
        (i)   where the Initial Tranche has not been issued and the 30 day average daily VWAP for the current Vesting Period
              is AUD 0.50 or more, the Initial Tranche plus 1,000 Shares for each one tenth of a cent that the 30 day average
              daily VWAP exceeds AUD 0.50 on the basis of one Share for each Performance Right.
        (ii) where the 30 day average daily VWAP is less than the 30 day average daily VWAP for any pervious Vesting Period,
              nil.
        (iii) where the 30 day average daily VWAP is equal to or more than the highest previous 30 day average daily VWAP,
              1,000 Shares for each one tenth of a cent that the 30 day average daily VWAP exceeds the highest previous 30
              day average daily VWAP.

The fair value of the performance rights granted with a share price threshold (2,000,000) was estimated as at the grant date
using the Monte-Carlo Pricing Model taking into account the terms and conditions upon which the instruments were granted.

The input used in the measurement of the fair value at grant date of the performance rights were as follows:

      Inputs into the model            Series 10
      Issue date share price          AUD 0.190
      Expected volatility                80%
      Rights life                       5 years
      Grant date fair value           AUD 0.1258

The above Performance Rights were cancelled following shareholder approval at the Company’s AGM on 27 June 2018.


Rights Series 11 - Performance Rights (Non-Executive Director - L Math)
On 6 July 2016, following shareholders’ approval, the Company granted 1,000,000 Performance Rights to Mr Leonard Math
under the Group’s Employee Performance Rights Plan. Performance Rights vest as one Share for each Performance Right
subject to the satisfaction of the following:

      Vesting Conditions
        Share Price Allocation Matrix                                        1,000,000
        25% initial tranche (Note 1(a))                                        250,000
        straight line between AUD 0.50 and AUD 2.00 (Note 1(b))
        100%                                                                   750,000
      TOTAL                                                                  1,000,000


Note 1: Share Price Allocation Matrix
Performance Rights vest on the basis of one Share for each Performance Right vesting, calculated as follows:

(a)     For the first Vesting Period (6 months) following issue, the number of Shares to be issued is:
        (i)   where the 30 day average daily VWAP is less than AUD 0.50, nil;
        (ii) where the 30 day average daily VWAP is AUD 0.50 or more, the Initial Tranche plus 500 Shares for each one tenth
              of a cent that the 30 day average daily VWAP exceeds AUD 0.50.

(b)     For the remainder of the Performance Rights Term (5 years), the number of Shares to be issued at the end of each
        Vesting Period (6 months) is:
        (i)   where the Initial Tranche has not been issued and the 30 day average daily VWAP for the current Vesting period
              is AUD 0.50 or more, the Initial Tranche plus 500 Shares for each one tenth of a cent that the 30 day average
              daily VWAP exceeds AUD 0.50 on the basis of one Share for each Performance Right.
        (ii) where the 30 day average daily VWAP is less than the 30 day average daily VWAP for any pervious Vesting Period,
              nil.
        (iii) where the 30 day average daily VWAP is equal to or more than the highest previous 30 day average daily VWAP,
              500 Shares for each one tenth of a cent that the 30 day average daily VWAP exceeds the highest previous 30 day
              average daily VWAP.

The fair value of the performance rights granted with a share price threshold (1,000,000) is estimated as at the grant date
using the Monte-Carlo Pricing Model taking into account the terms and conditions upon which the instruments were granted.

The input used in the measurement of the fair value at grant date of the performance rights were as follows:

      Inputs into the model            Series 11
      Issue date share price          AUD 0.190
      Expected volatility                80%
      Rights life                       5 years
      Grant date fair value           AUD 0.1258

The above Performance Rights were cancelled following shareholder approval at the Company’s AGM on 27 June 2018.


Rights Series 12
On 29 May 2017, the Group granted 2,000,000 performance rights to its employees, under the Group’s Employee
Performance Rights Plan, to recognise their overall contribution and performance during 2016. These performance rights
vest as one fully paid ordinary share for each performance right in 2 years on 31 May 2019, on the condition that the
employee is still employed by the Group.

The fair value of the performance rights was estimated at AUD 0.17 per performance rights, calculated based on the share
price at grant date using the Cox, Ross and Rubinstein Binomial Option Pricing Model.

The inputs used in the measurement of the fair value at grant date of these performance rights were as follows:

 Inputs into the model                   Rights Series 12
 Grant date spot price                      AUD 0.17
 Expected volatility                          75%
 Life of performance share                   2 years
 Grant date fair value                      AUD 0.17


Rights Series 13
In addition, following shareholders’ approval at the Group’s 2017 AGM on 31 May 2017, the Group granted 660,000
performance rights to Mr Sean Bennett, the Group’s previous CEO, under the Group’s Employee Performance Rights Plan.
These performance rights were granted on the same basis as the 2,000,000 Performance Shares as detailed above. The
660,000 performance rights vested in full upon Mr Bennett’s resignation on 4 June 2018.

The fair value of the performance rights was estimated at AUD 0.17 per performance rights, calculated based on the share
price at grant date using the Cox, Ross and Rubinstein Binomial Option Pricing Model.

The inputs used in the measurement of the fair value at grant date of these performance rights were as follows:

 Inputs into the model                   Rights Series 13
 Grant date spot price                      AUD 0.17
 Expected volatility                          75%
 Life of performance share                   2 years
 Grant date fair value                      AUD 0.17


Rights Series 14
On 29 May 2017, the Group announced that under an STIP the Board resolved and agreed to issue up to 4,482,005
performance rights for employees for 2017. Under the STIP, the final amount of performance rights issued may be reduced
by the Board (in its sole discretion) depending upon each employee’s performance during the 2017 year. Under the STIP, in
accordance with the Group’s remuneration strategy, the employee’s performance is assessed by the Board against a range
of objectives including delivery of the Kola DFS on time and in budget, progressing the Kola ESIA and maintaining control of
costs within the business. The performance rights vest a third on award, a third after 1 year of continuous service and a third
after 2 years continuous service, as one fully paid ordinary share for each performance right.

The fair value of the performance rights was estimated at AUD 0.17 per performance right, calculated based on the share
price at grant date using the Cox, Ross and Rubinstein Binomial Option Pricing Model.

The input used in the measurement of the fair value at grant date of the performance rights were as follows:

 Inputs into the model                  Rights Series 14
 Grant date spot price                     AUD 0.17
 Expected volatility                         75%
 Life of performance share                  2 years
 Grant date fair value                     AUD 0.17

During the 2018 year, the Board approved the allocation of 2,845,314 STIP performance rights to various KMP and other
employees. In addition, during the 2017 year, at the Board’s discretion, 735,000 was allocated to two employees (including
Mr Werner Swanepoel, who was allocated 490,000 STIP performance rights), which vested immediately and were converted
into fully paid ordinary shares upon their resignation.

Rights Series 15
On 29 May 2017, the Group announced that the Board resolved and agreed to issue up to 11,734,853 performance rights
available to employees under the LTIP. These performance rights vest as one fully paid ordinary share for each performance
right, of which the final amount issued may be reduced by the Board (in its discretion) depending upon the employee’s
performance against the following objectives:

     Non-market performance conditions
     •   Completing the DFS in line with the Group’s objectives and milestones
     •   Successful completion of the financing of the Kola Project
     •   Achieving the appropriate level of off-take for the Kola Project

     Market performance conditions
     •   The Company’s share price being between AUD 0.50 and AUD 2.00 (or GBP equivalent), vesting on the basis of one
         fully paid ordinary share for each performance right vesting, and calculated using a Share Price Allocation Matrix
         (straight-line basis).

The fair value of the performance rights attached to the non-market performance conditions is estimated at AUD 0.17 per
performance right, calculated based on the share price at grant date using the Cox, Ross and Rubinstein Binomial Option
Pricing Model.

The input used in the measurement of the fair value at grant date of the performance rights attached to non-market
performance conditions were as follows:

 Inputs into the model                   Rights Series 15
 Grant date spot price                      AUD 0.17
 Expected volatility                          75%
 Life of performance share                   5 years
 Grant date fair value                      AUD 0.17
The fair value of the performance rights attached to the market performance condition is estimated at AUD 0.104 per
performance right at grant date, using the Monte-Carlo Simulation Model, and taking into account the terms and conditions
upon which the performance rights were granted.

The input used in the measurement of the fair value at grant date of the performance rights attached to market performance
conditions were as follows:

 Inputs into the model                  Rights Series 15
 Grant date spot price                     AUD 0.17
 Expected volatility                         75%
 Life of performance share                  5 years
 Grant date fair value                     AUD 0.104

As at reporting date, the Board has not yet determined the allocation of the LTIP performance rights. The allocation will be
determined against each objective for each employee on a case by case basis.

Rights Series 16 to 20
At the Company’s AGM on 27 June 2018, the Company’s shareholders approved the grant of performance rights to the
following Non-Executive Directors:

                                                                          Number of
 Series                           Director                            Performance Rights
 Rights Series 16                 David Hathorn                            1,500,000
 Rights Series 17                 Jonathan Trollip                          750,000
 Rights Series 18                 Leonard Math                              750,000
 Rights Series 19                 David Netherway                           750,000
 Rights Series 20                 Timothy Keating                           750,000

The performance rights are a one-off award and will unconditionally vest in three equal tranches on the first, second and
third anniversary of the Company’s admission to the AIM market. They will vest as one fully paid ordinary share for each
performance right, and will expire on 22 May 2022.

The fair value of the performance rights granted was estimated as at the grant date at GBP 0.0564 per performance right,
using the Black Scholes Option Pricing Model taking into account the terms set out above.

The input used in the measurement of the fair value at grant date of the performance rights were as follows:

 Inputs into the model                 Rights Series 16          Rights Series 17         Rights Series 18
 Grant date share price                   GBP 0.06                  GBP 0.06                 GBP 0.06
 Expected volatility                       90.12%                    90.12%                   90.12%
 Rights life                               4 years                   4 years                  4 years
 Grant date fair value                   GBP 0.0564                GBP 0.0564               GBP 0.0564

 Inputs into the model                 Rights Series 19          Rights Series 20
 Grant date share price                   GBP 0.06                  GBP 0.06
 Expected volatility                       90.12%                    90.12%
 Rights life                               4 years                   4 years
 Grant date fair value                   GBP 0.0564                GBP 0.0564

Rights Series 21 and 22
At the Company’s AGM on 27 June 2018, the Company’s shareholders approved the grant 500,000 (Rights Series 21) and
1,050,000 (Rights Series 22) performance rights to Sean Bennett, the Company’s previous CEO, to recognise his contribution
to the Company and the transition of his position as CEO to a successor and his role in successfully implementing the re-
domicile of the Group in the United Kingdom, the listing of the Company on the AIM and JSE and the recent completion of a
capital raising.

The performance rights have no vesting conditions and will be exercisable on and from the date of their issue, with each
performance right being convertible into one fully paid ordinary share.

At reporting date, both parcels of performance rights were yet to be issued and converted to shares.
The fair value at grant date of the performance rights was estimated at GBP 0.0564 per performance right, using the Black
Scholes Option Pricing Model. The input used in the measurement of the fair value at grant date of the performance rights
were as follows:

    Input into the model                  Rights Series 21         Rights Series 22
    Grant date share price                   GBP 0.06                 GBP 0.06
    Expected volatility                       90.12%                   90.12%
    Rights life                               4 years                  4 years
    Grant date fair value                   GBP 0.0564               GBP 0.0564

The following options from share based payment arrangements were in existence during the current and prior periods:

                                    Grant                                  Number of                          Fair Value at
                                     Date           Vesting Date              Options     Expiry Date          Grant Date           Exercise Price
    Option Series 19 *           22/05/2013         22/05/2014                 83,333     22/05/2017          AUD 0.2181              AUD 0.90
    Option Series 20 *           22/05/2013         22/05/2015                 83,333     22/05/2017          AUD 0.2181              AUD 0.90
    Option Series 21 *           22/05/2013         22/05/2016                 83,334     22/05/2017          AUD 0.2181              AUD 0.90
    Option Series 22 **           9/04/2014         10/04/2014              2,169,671     15/04/2018          AUD 0.1242              AUD 0.33
    Option Series 23 **           9/04/2014         10/04/2015              1,760,778     15/04/2018          AUD 0.1391              AUD 0.33
    Option Series 24 **           9/04/2014         10/04/2016              1,760,777     15/04/2018          AUD 0.1522              AUD 0.33
    Option Series 25 **          12/05/2014         10/04/2014                333,333     15/04/2018          AUD 0.0948              AUD 0.33
    Option Series 26 **          12/05/2014         10/04/2015                333,333     15/04/2018          AUD 0.1073              AUD 0.33
    Option Series 27 **          12/05/2014         10/04/2016                333,334     15/04/2018          AUD 0.1194              AUD 0.33
    Option Series 28 **          30/05/2014         10/04/2014                500,000     26/06/2018          AUD 0.1177              AUD 0.33
    Option Series 29 **          30/05/2014         10/04/2015                500,000     26/06/2018          AUD 0.1303              AUD 0.33
    Option Series 30 **          30/05/2014         10/04/2016                500,000     26/06/2018          AUD 0.1432              AUD 0.33
    Option Series 31 ***         27/06/2018         Refer below            17,200,000     27/06/2028           GBP 0.0518             GBP 0.11
    Option Series 32 ***         27/06/2018         Refer below             4,000,000     27/06/2020           GBP 0.0241             GBP 0.11

*     Option Series expired during the previous financial year.

** Option Series expired during the current financial year.

*** These options were issued to Brad Sampson (Option Series 31) and David Hathorn (Option Series 32). The vesting
    conditions for these Options include milestones being achieved in relation to the Kola Project. The fair value of the options
    granted was estimated as at the grant date using the Black Scholes Option Pricing Model taking into account the terms
    and conditions upon which the instruments were granted. 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 31     Option Series 32
       Grant Date Share Price         GBP 0.06             GBP 0.06
       Expected Volatility            108.90%              108.90%
       Options Life                    10 years             2 years
       Grant date fair value         GBP 0.0518           GBP 0.0241

The following Performance Rights from share based payment arrangements were in existence during the current and prior
periods:

                                                                       Number of                                   Fair Value at
                                 Grant Date         Vesting Date         Rights           Expiry Date               Grant Date
Rights Series 4 (1)              17/09/2015          1 Dec 2016           2,666,090       16/09/2017               AUD 0.1451
Rights Series 5 (2)              17/09/2015         Refer below           2,666,090       16/09/2018               AUD 0.1507
Rights Series 6 (3)              17/09/2015         Refer below           2,666,090       16/09/2019               AUD 0.1510
Rights Series 7 (4)              07/12/2015         Refer below           5,000,000       06/12/2020               AUD 0.1753
Rights Series 8 (5)              20/11/2015         Refer below          13,000,000       01/03/2021               AUD 0.1596
Rights Series 9 (6)              20/11/2015         Refer below           8,500,000       01/03/2021               AUD 0.1867
Rights Series 10 (7)              6/07/2016         Refer below           2,000,000       30/06/2021               AUD 0.1258
Rights Series 11 (7)              6/07/2016         Refer below           1,000,000       30/06/2021               AUD 0.1258

(1)     Fully vested on 1 December 2016 pursuant to the satisfaction of performance criteria. Performance Rights were
        converted to fully paid ordinary shares on 3 February 2017.
(2)   On 3 February 2017, 402,720 Performance Rights vested and were converted into fully paid ordinary shares. In addition,
      on 30 June 2017, 2,263,370 Performance Rights vested and were converted into fully paid ordinary shares.

(3)   On 30 June 2017, 402,720 Performance Rights vested and were converted into fully paid ordinary shares. In addition,
      on 20 December 2017, 376,374 Performance Rights vested and were converted to fully paid ordinary shares on the
      resignation of Mr Lawrence Davidson. The remaining 1,886,996 Performance Rights vested on 17 May 2018 pursuant
      to the satisfaction of performance criteria and were converted into fully paid ordinary shares on 13 February 2019.

(4)   250,000 Performance Rights vested and were converted to fully paid ordinary shares on 29 February 2016. In addition,
      on 3 February 2017, 250,000 fully paid ordinary shares were issued to Mr Werner Swanepoel following the vesting of
      the Performance Rights due to one year of service being completed on 7 December 2016. On 20 December 2017,
      2,245,000 of these Performance Rights were cancelled following his resignation. The remaining 2,255,000 Performance
      Rights of this series has not yet vested.

(5)   On 3 February 2017, 1,000,000 fully paid ordinary shares were issued following vesting of one year service conditions
      on 20 November 2016. On 20 December 2017, 1,000,000 fully paid ordinary shares were issued to Mr David Hathorn
      following the vesting of the Performance Rights due to his two years of service being completed on 20 November 2017.
      The remaining 11,000,000 Performance Rights were cancelled on 27 June 2018 following shareholder approval at the
      Company’s AGM.

(6)   531,250 performance rights vested and converted to fully paid ordinary shares on 2 March 2016. In addition, on 3
      February 2017, 531,250 fully paid ordinary shares were issued to Mr Sean Bennett following vesting of one year service
      condition on 20 November 2016. On 20 December 2017, 531,250 Fully Paid Ordinary Shares were issued to him
      following the vesting of the Performance Rights due to two years of service being completed on 20 November 2017. On
      4 June 2018, 1,025,000 of these Performance Rights were cancelled following his resignation. Out of the remaining
      5,881,250 Performance Rights of this series, 531,250 vested on 4 June 2018 (upon resignation) and is yet to be converted
      into shares, and the remaining has not yet vested.

(7)   These Performance Rights were cancelled on 27 June 2018 following shareholder approval at the Company’s AGM.


The following Performance Rights from share based payment arrangements were in existence during the current and prior
periods (cont):

                                                                      Number of                                Fair Value at
                                 Grant Date       Vesting Date          Rights          Expiry Date             Grant Date
Rights Series 12 (8) (9)         29/05/2017       Refer below            2,000,000      31/05/2019              AUD 0.1700
Rights Series 13 (8) (10)        31/05/2017       4 June 2018              660,000      31/05/2019              AUD 0.1700
Rights Series 14 (8) (11)        29/05/2017       Refer below            4,482,005      31/05/2020              AUD 0.1700
Rights Series 15 (12)            29/05/2017       None vested           11,734,853      31/05/2022          AUD 0.17 / AUD 0.104

(8)   The fair value of the performance rights granted was estimated as at the grant date using the Cox, Ross and Rubinstein
      Binomial Option Pricing Model taking into account the terms and conditions upon which the instruments were granted.
      The input used in the measurement of the fair value at grant date of the performance rights were as follows:

        Input into the model        Rights Series 12    Rights Series 13    Rights Series 14
        Grant date share price         AUD 0.17            AUD 0.17            AUD 0.17
        Expected volatility             75.00%              75.00%              75.00%
        Rights life                     2 years             2 years             2 years
        Risk free rate                  1.66%               1.66%               1.66%
        Grant date fair value         AUD 0.1700          AUD 0.1700          AUD 0.1700

(9)   The On 20 December 2017, 595,000 Performance Rights vested and were converted into ordinary shares following the
      resignation of certain employees.

(10) These Performance Rights fully vested on 4 June 2018 following Mr Sean Bennett’s resignation, and are yet to be
     converted into fully paid ordinary shares as at 31 December 2018.

(11) On 20 December 2017, 735,000 Performance Rights vested and were converted into ordinary shares following the
     resignation of certain employees. In addition, 948,438 Performance Rights vested on 21 May 2018 following Board
     assessment and approval of the award portion of these rights, and are yet to be converted into fully paid ordinary shares
     at reporting date. The remaining 2,798,567 Performance Rights have not yet been vested.
(12) The fair value of the performance rights granted was estimated as at the grant date using the Cox, Ross and Rubinstein
     Binomial Option Pricing Model (for performance rights with performance conditions) and the Monte Carlo Simulation
     Model (for performance rights with market conditions) taking into account the terms and conditions upon which the
     instruments were granted. The input used in the measurement of the fair value at grant date of the performance rights
     were as follows:

        Input into the model         Rights Series 15    Rights Series 15
                                      (Performance          (Market
                                       Conditions)         Conditions)
        Grant date share price          AUD 0.17            AUD 0.17
        Expected volatility              75.00%              75.00%
        Rights life                      5 years             5 years
        Risk free rate                    2.05%              2.05%
        Grant date fair value          AUD 0.1700          AUD 0.1040


The following Performance Rights from share based payment arrangements were in existence during the current and prior
periods (cont):

                                                                       Number of                              Fair Value at
                                 Grant Date         Vesting Date         Rights          Expiry Date           Grant Date
Rights Series 16 (13)            27/06/2018         None vested           1,500,000      22/05/2022            GBP 0.0564
Rights Series 17 (13)            27/06/2018         None vested             750,000      22/05/2022            GBP 0.0564
Rights Series 18 (13)            27/06/2018         None vested             750,000      22/05/2022            GBP 0.0564
Rights Series 19 (13)            27/06/2018         None vested             750,000      22/05/2022            GBP 0.0564
Rights Series 20 (13)            27/06/2018         None vested             750,000      22/05/2022            GBP 0.0564

(13) These performance rights were issued to the following Non-Executive Directors following shareholder approval at the
     Company’s AGM on 27 June 2018:
        Series                   Director                   Number
        Rights Series 16         David Hathorn             1,500,000
        Rights Series 17         Jonathan Trollip           750,000
        Rights Series 18         Leonard Math               750,000
        Rights Series 19         David Netherway            750,000
        Rights Series 20         Timothy Keating            750,000

      The performance rights are a one-off award and will unconditionally vest in three equal tranches on the first, second
      and third anniversary of the Company’s admission to the AIM market. These performance rights will expire on 22 May
      2022.
      The fair value of the performance rights granted was estimated as at the grant date using the Black Scholes Option
      Pricing Model taking into account the terms and conditions upon which the instruments were granted. The input used
      in the measurement of the fair value at grant date of the performance rights were as follows:
        Input into the model         Rights Series 16
                                     to 20 (Inclusive)
        Grant date share price           GBP 0.06
        Expected volatility               90.12%
        Rights life                       4 years
        Grant date fair value          GBP 0.0564


The Performance Rights outstanding at 31 December 2018 had a weighted average remaining contractual life of 1.3 years.


NOTE 24: 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 share options in respect of a total of 71,200,000 ordinary shares at 31 December 2018 (31
December 2017: 58,191,226), 13,144,659 equity warrants (31 December 2017: None) and 32,070,104 performance rights
(31 December 2017: 42,595,104). Options, equity warrants and rights are considered to be potential ordinary shares.
However, as the Company and Group are in a loss position they are anti-dilutive in nature, as their exercise will not result in
a diluted earnings per share that shows an inferior view of earnings performance of the Company and Group than is shown
by basic earnings per share. The options, warrants and performance rights have not been included in the determination of
basic earnings per share.

                                                                                  Parent                       Consolidated Entity
                                                                      Dec 2018             Dec 2017        Dec 2018         Dec 2017
                                                                      USD Cents            USD Cents       USD Cents       USD Cents
Basic and diluted loss per share from continuing operations             (0.00)               (0.00)          (0.75)           (0.57)

                                                                                  Parent                      Consolidated Entity
                                                                      Dec 2018             Dec 2017        Dec 2018        Dec 2017
Earnings reconciliation                                                 USD                  USD             USD             USD

Loss attributable to ordinary shareholders                           (1,715,799)           (92,320)       (6,249,696)        (4,344,322)

                                                                                  Parent                      Consolidated Entity
                                                                      Dec 2018             Dec 2017        Dec 2018        Dec 2017
                                                                      Number               Number          Number           Number
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share                  838,752,968       756,305,819        838,752,968       756,305,819

Headline earnings/loss per share
It is a JSE listing requirement to disclose headline earnings/loss per share, a non-IFRS measure. It is considered to be a useful
metric as it presents the earnings/loss per share after removing the effect of re-measurements to assets and liabilities (for
example impairment of property, plant and equipment) otherwise recognised in the profit/loss for the year. During the
current and prior year there was no difference between earnings/loss per share and headline earnings/loss per share and
therefore no reconciliation between the two measures has been presented.

NOTE 25: CONTINGENT LIABILITIES AND ASSETS

As at the date of this report, the Company’s subsidiary, SPSA, has been in litigation before the Administrative Chamber of
the Supreme Court of the Republic of Congo and before the Labour Tribunal. These two proceedings result from an action
taken by a former employee, as well as a group of 30 claimants following the retrenchment of these 31 employees on 20
November 2014.

On 14 June 2018 the Supreme Court confirmed that the retrenchments had followed due process and cancelled the previous
decision of the Minister of Labour against SPSA. The Labour Tribunal action is anticipated to be favourably concluded
following the Supreme Court findings. In order to bring to a conclusion the litigation and ensure equitable treatment
following the amicable settlement with 4 employees, who waived any further recourse whatsoever, SPSA proposed to make
an offer to remaining employees. This offer was made and was subject to acceptance by all staff within a set timeframe. The
offer lapsed on 5 September 2018 as the criteria were not met.

On 28 August 2018, 25 former employees working on the exploration site from 2009 to 2013 instituted further action before
the Labour Tribunal, claiming compensation for unpaid overtime and damages. The legal proceedings are ongoing, with the
next scheduled court date being on 13 May 2019.

The Directors have concluded that any possible exposure and cash flow out from the Group as a result of the two legal
proceedings would be immaterial.

There are no other significant contingent liabilities or assets.

                                                           GLOSSARY

 Acronym /            Stands For / Meaning                                   Definition and/or Additional Information
 Term
 $                    Denotes USD or United States dollars.                  The USD is the functional and presentation currency of the
                                                                             Company and the Group.
2016 UK Code   2016 UK Corporate Governance Code                   The UK corporate governance code that is applicable to this
                                                                   reporting period.
2018 UK Code   2018 UK Corporate Governance Code                   The UK corporate governance code that came into effect on 1
                                                                   January 2019 and applies to accounting reference periods
                                                                   commencing on and after that date.
AGM            Annual General Meeting                              The mandatory yearly gathering of the Company’s interested
                                                                   shareholders. The latest AGM was held on 27 June 2018.
AIM            Alternative Investment Market                       AIM (formerly the Alternative Investment Market) is a sub-
                                                                   market of the LSE.
ASX            Australian Securities Exchange                      The ASX is Australia's primary securities exchange.
AUD            Australian dollars                                  The official currency of the Commonwealth of Australia.
Board          The board of directors of Kore Potash plc           As listed on page Error! Bookmark not defined. of the Annual
                                                                   Report.
Carnallitite   A rock type comprised predominantly of the          Carnallitite may be replaced by the word carnallite for
               potash mineral carnallite (KMgCl3·6H2O) and         simplicity.
               halite (NaCl).
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 exchange’s settlement systems. In the Company’s
                                                                   case, one CDI is equivalent to one share traded on the AIM
                                                                   market or on the JSE.
CEO            Chief Executive Officer                             As listed on page Error! Bookmark not defined. of the Annual
                                                                   Report.
CFR            Cost and Freight                                    "Cost and Freight" means that the seller must pay the costs
                                                                   and freight necessary to bring the goods to the named port of
                                                                   destination but the risk of loss of or damage to the goods, as
                                                                   well as any additional costs due to events occurring after the
                                                                   time the goods have been delivered on board the vessel is
                                                                   transferred from the seller to the buyer when the goods pass
                                                                   the ship's rail in the port of shipment.
Company        Kore Potash plc                                     Kore Potash plc is public company incorporated and registered
                                                                   in England and Wales (registered number 10933682).
CRU            Commodity Research Unit
DFS            Definitive Feasibility Study                        A DFS is an evaluation of a proposed mining project to
                                                                   determine whether the mineral resource can be mined
                                                                   economically.
Dougou         Denotes the Dougou Project                          The Dougou Project (including the Dougou Extension Project)
                                                                   is part of the Sintoukola Potash Project.
DPM            Dougou Potash Mining S.A.                           DPM is one of the subsidiaries of SPSA.
DUP            Déclaration d'Utilité Publique                      A DUP, or, translated as a “declaration of public utility”, is a
                                                                   formal recognition in Congolese law that a proposed project
                                                                   has public benefits.
EBITDA         Earnings Before Interest, Taxes, Depreciation and
               Amortization
EPC            Engineering, Procurement and Construction           A particular form of contracting arrangement used in some
                                                                   industries where the EPC contractor is made responsible for all
                                                                   the activities from design, procurement, construction,
                                                                   commissioning and handover of the project to the end-user or
                                                                   owner.
EPCM           Engineering, Procurement and Construction           As opposed to EPC which the Contractor is responsible for the
               Management                                          construction directly, not only the management of it.
ESIA           Environmental and social impact assessment          A process for predicting and assessing the potential
                                                                   environmental and social impacts of a proposed project,
                                                                   evaluating alternatives and designing appropriate mitigation,
                                                                   management and monitoring measures.
FC             The French Consortium of Engineering Companies      The FC is a consortium of engineering companies who
                                                                   undertook the DFS on the Kola Project. The FC consists of
                                                                   TechnipFMC, VINCI Construction Grands Projets, Egis and
                                                                   Louis Dreyfus Armateur.
GBP            British pound sterling                              The official currency of the United Kingdom.
Granular MoP   The selling description for compacted MoP.
Group            Kore Potash plc and its controlled entities           A list of the controlled entities within the Group are on page
                                                                       25 under Note 8.
Insoluble        Here refers to clays, organic material and other      Low insoluble content is considered advantageous.
material         insoluble components of the sylvinite.
JORC             Australasian Joint Ore Reserves Committee             JORC is sponsored by the Australian mining industry and its
                                                                       professional organisations.
JORC Code        The Australasian Code for Reporting of Exploration    The JORC Code is one of the most accepted standards for the
                 Results, Mineral Resources and Ore Reserves           reporting of a company's Mineral Resources and Ore Reserves.
JSE              Johannesburg Stock Exchange                           The exchange operated by JSE Limited.
KCI              Potassium Chloride
KMP              Key Management Personnel                              Refers to those persons having authority and responsibility for
                                                                       planning, directing and controlling the activities of the Group,
                                                                       directly or indirectly, including any director (whether
                                                                       executive or otherwise) of the Group.
Kola             Denotes the Kola Project.                             The Kola Project is part of the Sintoukola Potash Project.
Kore Potash      Kore Potash plc                                       See definition for “Company” above.
KPM              Kola Potash Mining S.A.                               KPM is one of the subsidiaries of SPSA.
LSE              London Stock Exchange                                 The LSE is the primary stock exchange in the United Kingdom.
LTIP             Long Term Incentive Plan
Mt               Million tonnes
Mining           Denotes the mining convention signed by the           The mining convention governs the conditions of construction,
Convention       Group and the government of RoC.                      operation and mine closure of the Kola and Dougou (including
                                                                       Dougou Extension) mining projects.
MoP              Muriate of Potash                                     The saleable form of potassium chloride (KCl), comprising of a
                                                                       minimum 95% KCl.
NPV              Net Present Value                                     NPV10 denotes the Net Present Value calculated at a 10%
                                                                       discount rate.
Placees          Denotes the existing and new investors through
                 which the Company raised USD 12.89 million on 26
                 March 2018.
Placing Shares   Denotes the placing and direct subscription of
                 83,523,344 ordinary shares in the Company on 26
                 March 2018.
Potash           Refers to potassium compounds, especially those       Refer to MoP and SoP for the definitions on the two main
                 of potassium chloride (MoP) or sulfate (SoP)          types of potash.
RoC              Republic of Congo                                     The RoC is where the Group’s exploration activities are
                                                                       located.
Rock-salt        In this case, a rock comprised predominantly of the
                 mineral halite (NaCl)
SBP              Share-Based Payment(s)
SGRF             The State General Reserve Fund of Oman                SGRF, is a sovereign wealth fund in Oman, and is one of the
                                                                       Company’s substantial shareholders. Their investment in the
                                                                       Company is held in the name of Princess Aurora Company Pte.
Sintoukola       Denotes the large potash project operated by the      The Sintoukola Potash Project includes the Kola Project, the
Potash Project   Group through SPSA located in the Kouilou             Dougou Project and the Dougou Extension Project (previously
                 Province of the Republic of Congo.                    known as the Yangala Project).
SJCS             St James’s Corporate Services Limited                 SJCS, together with Henko Vos, is the Company’s joint
                                                                       company secretary.
SoP              Sulfate of Potash                                     Also called potassium sulphate, arcanite, or archaically known
                                                                       as potash of sulfur. 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
                                                                       sulfur.
SPSA             Sintoukola Potash S.A.                                SPSA is the Company’s 97%-owned subsidiary located in the
                                                                       RoC, owned through the Company’s Australian subsidiary.
SQM              Sociedad Quimica y Minera de Chile S.A.               SQM is a New York listed Chilean lithium & potash company
                                                                       and is one of the Company’s substantial shareholders.
Standard MoP     The selling description for uncompacted MoP.
STIP             Short Term Incentive Plan
Sylvinite        A rock type comprised predominantly of the
                 potash mineral sylvite (KCl) and halite (NaCl)
Transshipment   Transshipment or transhipment is the shipment of
                goods or containers to an intermediate
                destination, then to another destination.
USD             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.

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