Final Results

African Potash Limited / Index: AIM / Epic: AFPO / Sector: Mining

30 December 2016

African Potash Limited ('African Potash' or 'the Company')

Final Results

African Potash Limited, the AIM and ISDX traded exploration company focussed on the vertical integration of fertiliser operations in Africa and sub-Saharan potash assets, is pleased to announce its final results for the year ended 30 June 2016.

Copies of the Annual Report and Accounts for the year ended 30 June 2016 will be posted to shareholders on 30 December 2016 and will also be available on the Company's website at www.africanpotash.com.

Chairman's Statement:

The year under review has seen the development of our strategy to position the Group as a significant operator in the African fertiliser industry. African Potash has a majority interest in the Lac Dinga Potash Project in the Republic of Congo ('the Project' or 'Lac Dinga') which we believe to be a potential world class potash asset in its own right and has laid the foundations to unlock the short term fundamentals of the African fertiliser market.

Fertiliser trading

In August 2015 African Potash entered into a trading agreement with the Common Market for Eastern and Southern Africa ('COMESA') with a view to creating a vertical platform for the mining, production and distribution of fertiliser, focussed on the COMESA region and beyond.

In order to capitalise upon the opportunities the relationship with COMESA brought about, the Company entered into an agreement with Beryl Holdings Pty Limited ('Beryl Holdings'), a South African investment firm in December 2015, to collaborate and strengthen its fertiliser trading and delivery capabilities.

In January 2016, the Company entered into a contract, introduced by COMESA, to supply 20,000Mt Urea to a Zambian distributer of fertiliser, Rockwell Fertilisers Limited ('Rockwell'). In April 2016, the Company signed a participation agreement with Safyr Commodities Limited (formally Beryl Holdings) which in turn has secured conditional sales agreements with one of Zambia's leading fertiliser distributors, Nyiombo Investments Ltd ("Nyiombo"), for 50,000Mt NPK. The end user of both of these distributors is the Zambian government. Neither Rockwell nor Nyiombo have been able to secure these trades in a trading season where market demand patterns were significantly influenced by the most severe drought to affect the region in 35 years, as a result of El Nino, and uncertainties surrounding Zambian elections and government procurement programs.

Considerable resource and expenditure were incurred in pursuing these contracts together with opportunities under other MOUs previously announced, although the revenue generated has been minimal. The board is now confident of the strategy of moving into fertiliser distribution and has identified a number of revenue generating opportunities.

In June 2016, the Company announced that it had it has signed a non-binding Memorandum of Understanding ('MoU') with the Government of Uganda to support the development of a fertiliser industry in Uganda, which will seek to help ensure the availability and effective distribution of fertilisers to Ugandan farmers.

Since the year end we have commenced deliveries direct to agri-dealers under agreements with Nutri-Aid Trust ('Nutri-Aid') and Zambia Co-Operative Federation ('ZCF').

We commenced pilots with Nutri-Aid, which includes over 2,500 agro-outlets certified by COMESA, with a credit based model whereby the agri-dealers within the Nutri-Aid network could pay 50% upon collection and the balance within 45 days. The credit, on roll out, is financed under an agreement with Rockwell. The pilot revealed that the credit risks were not viable and the credit model has been stopped. The Company has since recovered the credit advanced to a material extent.

Sales under the agreement with ZCF are under the umbrella of the Zambian government e-voucher scheme, whereby subsidies are given direct to the individual farmer by means of an electronic-voucher on a pre-paid card.

Lac Dinga

African Potash retains its interest in the exploration side of the fertiliser industry through its 70% interest in La Société des Potasses et des Mines S.A. ('SPM'), which holds the exclusive right to conduct exploration activities for potash salts over the Lac Dinga Project in the highly prospective Kouilou region in the Republic of Congo. The licence was renewed for two years on 25 April 2016 and under the mining code may be renewed for a further two years thereafter.

Whilst the Project is still at an early stage of exploration, a drilling campaign undertaken in Q3 2014 confirmed the presence of multiple potash seams at depths of about 300m to 420m below the surface, and the results generated suggested the potash mineralisation to be characteristic of similar commercial deposits in the Congolese coastal basin.

During the course of the year, global potash prices have continued to falll, an indication of impairment. Although the Board believe that the Project, like others in the basin, will have lower production costs than other global producers, some of whom may be marginal at these levels, it has conducted an impairment review and has decided to retain its valuation at last year's level of $10m. Consequently exploration expenditure in the year of $0.8m has been impaired.

The Company is currently seeking partners to farm in to the next phase of exploration in order to meet its obligations to conduct further exploration activity prior to the next renewal date in April 2018 and to realise value from Lac Dinga as part of its integrated fertiliser model. The success of the initial program has significantly de-risked the project and underlined the potential for the establishment of an economic resource in the project area.

Board Appointments

In order to execute this strategy, it is important to have a team in place with the knowledge and influence to help develop our growth objectives. With this in mind, we have built a Board with exemplary commodities and African business experience, and perhaps more importantly, a deep and intimate knowledge of doing business in Africa. In October 2015, the Company announced the appointment of Mr Elias Pungong, in November 2015 the Rt Hon Mark Simmonds and Mr Declan O'Brien were appointed and in December 2015 the Rt Hon Lord Peter Hain joined the Board; providing us with a Board comprising pre-eminent figures in the worlds of politics, finance, and business.

As part of this restructured Board, Ed Marlow and Jean-Pierre Conrad, both of whom played a significant role in developing the Lac Dinga project, left the Company to concentrate on their other business interests in October 2015. We would like to extend our thanks again for their commitment shown and wish them the very best in their future endeavours.

Financial Results

The Company is reporting a loss for the year of $6.1m compared with a loss of $8.8m in the prior year. Following the impairment charge in respect of Lac Dinga of $0.8m, (2015: $7.5m), and share based payment charges of $2.8m, (2015: $0.4m) the underlying loss before tax is $2.5m, (2015: $0.9m). The increase may be attributed to the expenditure and losses incurred of $1.4m in establishing the fertiliser trading business, additional central costs of $0.1m and additional finance costs of $0.1m. Net Assets have fallen to $7.9m (2015: $9.5m) and at 30 June 2016, cash balances were $0.3m (2015: $0.6m).

Outlook

The agreement with COMESA marked a milestone development in the establishment of the Company's fertiliser operations, giving the Company an entry into the trading sectors of the fertiliser industry to complement its established exploration interests thereby implementing part of its strategy to create a vertical platform for the production and distribution of fertiliser.

The Nutri-Aid program is being relaunched with local community warehouses providing the distribution platform and the e-voucher scheme has moved from the pilot stage with the program now being rolled out by the Zambian government. We expect to see the volumes traded through these programs to grow significantly in 2017.

The movement of government subsidy programs from government purchases and distribution to a technology based e-voucher farmer centric model is gaining traction, with Uganda recently announcing that they will be introducing such a scheme supported by the World Bank. With our MOU with the Ugandan Government and experience in Zambia, once appropriately funded, we are well placed to take advantage of the growth opportunity these programs present as they are rolled out.

Africa has 20% of the world's population, 65% of its uncultivated arable land, 40% of its surface water yet consumes only 2% of world fertiliser usage. Shortages of fertiliser, and pricing which make fertiliser prohibitively expensive, mean that land is not being effectively utilised; accordingly much of Africa remains reliant on external sources of food, when this great continent could become the world's breadbasket. African Potash has the potential to be an important player in Africa's fertiliser market - benefitting the continent and in the process, the Company's shareholders.

Finally, I would like to thank my team both in London and in Africa for their work and commitment. I would also like to thank shareholders for their on-going support and look forward to keeping the market updated with our progress in the New Year.

Chris Cleverly

Executive Chairman

28 December 2016

CONSOLIDATED INCOME STATEMENT

For the year ended 30 June 2016

All results relate to continuing activities.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2016

There is no taxation arising on other comprehensive income

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2016

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 30 June 2016

Non cash transactions

The principal non cash transactions relate to:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2016

1. General Information

African Potash Limited is incorporated and domiciled in Guernsey. The nature of the Company's operations and its principal activities are set out in the Chairman's Statement.

The presentational currency of the Group is US Dollars as this reflects the Group's business activities in the fertilizer trading and resource exploration sectors in sub-Saharan Africa and therefore the Group's financial position and financial performance.

Whilst the information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRSs") as adopted by the European Union and as issued by the International Accounting Standards Board, this announcement does not itself contain sufficient information to comply with IFRSs nor constitute statutory financial statements.

The financial information is based on the statutory accounts for the financial year ended 30 June 2016. The auditors reported on those accounts: their report was (i) disclaimed on the basis of the valuation of exploration and evaluation assets (ii) included an emphasis of matter in relation to going concern, and (iii) did not contain statements where the auditor is required to report by exception.

The Company's Annual Report will be available on the Company's website by 31 December 2016.

2. Critical accounting estimates and judgements

The preparation of financial statements in conformity with IFRS as adopted in the EU requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below.

Intangible exploration and evaluation assets

In February 2013, the group purchased a 70% interest in the Lake Dinga licence which the board believes is highly prospective for commercial deposits of potash. The initial three year licence period expired on 3 December 2015 and was renewed for a further 2 years on 25 April 2016. In renewing the licence, in line with custom and practice, the Company gave up 20% of the licence area. This area was, in the main, outside the margins of the salt basin and of little prospective value. Upon expiry, the license is renewable for a further two years if the Company can demonstrate that it has continued to meet its obligations under the mining code which require it to continue exploration activity.

In December 2014, the Group announced the results of a successful proof of concept drilling campaign confirming laterally extensive potash mineralisation which is characteristic of the Congolese coastal basin and further underpins the project's potential to host significant potash deposits. In order to develop the asset and issue a maiden resource statement, the Group will need to raise additional capital to fund a comprehensive drilling programme to support a resource estimate. Under the terms of its licence, the Group is required to undertake some exploration activity in any nine month period and during the year work has commenced on planning the next phase of drilling. The planned work program which will involve drilling a further 4,000m to 5,000m is estimated to cost $8m. The board remains confident that the highly prospective nature of the asset will enable them to either bring in a strategic partner or raise the additional capital to fund these programmes.

The valuation of intangible exploration and evaluation assets is dependent upon the discovery of economically recoverable deposits which in turn is dependent upon the future potash prices, capital expenditures and environmental and regulatory restrictions. In August 2015, an independent valuation of the Group's interest in the Lake Dinga licence indicated that market conditions had resulted in a fall in value compared to that at the time of the original acquisition. Consequently in the year ended 30 June 2015 the board decided to write down the value of the asset to $10m to reflect the results of that valuation.

During the course of the year, global potash prices have continued to fall, an indication of impairment. Although the Board believe that the project, like others in the basin, will have lower production costs than other global producers, some of whom may be marginal at these levels, it has conducted an impairment review. The review also focused on the implied values of comparable early stage projects in the republic of Congo which are attracting new investment. The board has decided to retain its valuation at last year's level of $10m. Consequently exploration expenditure and the associated administrative costs in the year of $0.8m has been impaired.

Management's critical judgements in determining the value of assets, liabilities and equity within the financial statements relate to the valuation of intangible exploration and evaluation assets of $10m (post impairment) (2015: $10m post impairment), the timing volume and margins of anticipated trading contracts and the going concern assumptions.

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. Estimates and judgements are continually evaluated. Revisions to accounting estimates are recognised in the period in which the estimates are revised or in future periods if applicable.

Share based payment

The fair value of options and warrants granted is determined using the Black-Scholes option pricing model. Input assumptions, are by their nature judgemental and small variations in input assumptions can lead to different valuations.

Going concern

As indicated above, current cash resources and anticipated cash flows from trading activities are not sufficient to enable the Group to complete a full evaluation of the Lac Dinga project or to continue to invest in exploration activities in order to meet its obligations under the licence.

During the year the Group commenced fertiliser trading operations. These are subject to commodity price and foreign exchange fluctuations, credit risk, together with the practical and logistical challenges of operating in sub-Saharan Africa. Policies are in place to address these risks.

The board has prepared forecasts for the Group covering the period to 31 December 2017. The principal assumption is that fertiliser trading will pick up during 2017, with the Group scaling up deliveries direct to local Agro dealers in Zambia as well as working with the government of Uganda to develop its fertiliser industry.

The start-up of trading operations has incurred significant losses to date. However the group has developed a pipeline of opportunities and the board is confident that it will be able to conclude new contracts which will be cash generative. Without these improvements to trading cash-flows the group will need to raise additional finance either through borrowing or the issue of new equity.

The Company is in meaningful discussions with a new Nominated Adviser. Should the Company not be able to appoint a new Nominated Advisor, then its shares will cease to be traded on AIM. Although its shares will continue to be traded on ISDX, it is possible that the Company will find it more difficult to raise additional equity finance.

Notwithstanding the above uncertainty, the directors are confident that with the additional loan capital announced at the date of this report, together with an anticipated equity raise of up to $0.6m, current cash and forecasted cash flows from the trading operations, there will be sufficient cash resources to enable the Group to pay debts as they fall due and to continue its operations for the foreseeable future and thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. The board will not commit to a major exploration programme without raising sufficient finance to fund the planned expenditure.

3. Segment reporting

As set out in the chairman's statement, the directors consider that the Group's activities comprise the segments of fertiliser trading and potash exploration and other unallocated expenditure in one geographical segment, Africa.

Revenue represents sales to external customers. Unallocated expenditure relates to central costs and any items of expenditure that can not be directly attributed to an individual segment.

4. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

Due to the loss incurred during the year, there is no dilutive effect of share options.

Evaluation and exploration costs are capitalised in accordance with IFRS6

The asset comprises the Lac Dinga exploration licence in the Republic of Congo held by La Societé des Potasses et des Mines SA ("SPM") in which the Group has a 70% interest. The initial three year licence period expired on 3 December 2015 and was renewed for a further 2 years on 25 April 2016. In renewing the licence, in line with custom and practice, the Company gave up 20% of the licence area. This area was, in the main, outside the margins of the salt basin and of little prospective value. Upon expiry, the license is renewable for a further two years if the Company can demonstrate that it has continued to meet its obligations under the mining code which require it to continue exploration activity. Planning for the next phase of exploration is underway and the board continues to seek partners to enable it to develop the project.

In August 2015, an independent valuation of the Group's interest in the Lake Dinga licence indicated that market conditions had resulted in a fall in value compared to that at the time of the original acquisition. Consequently in the year ended 30 June 2015 the board decided to write down the value of the asset to $10m to reflect the results of that valuation. During the course of the year, global potash prices have continued to fall, an indication of impairment Although the Board believe that the project, like others in the basin, will have lower production costs than other global producers, some of whom may be marginal at these levels, it has conducted an impairment review and has decided to retain its valuation at last year's level of $10m. Consequently exploration expenditure and the associated administrative costs in the year of $0.8m has been impaired.

6. Share capital

The Company has one class of ordinary share which carries no right to fixed income.

On 8 August 2014 6,330,613 shares were issued at 3.5p in connection with the Bergen facility. A further 1,417,686 shares were issued at 3.5p in settlement of advisory fees.

The following shares were issued upon the conversion of Bergen Convertible Securities during the prior year ending 30 June 2015:

On 21 April 2015 and 22 May 2015 425,000,000 shares were issued for cash at 0.3p to redeem the outstanding loan notes under the Bergen facility and to fund the working capital requirements of the group.

On 11 August 2015 11,641,303 shares were issued in settlement of non-executive directors' fees at a price of 0.55p.

On 8 September 2015 10,000,000 shares and 25 September 10,000,000 shares were issued following the exercise of warrants at 0.3p.

On 8 September 2015 1,250,000 shares were issued at 3.15p in settlement of advisory fees.

On 12 January 2016 48,529,412 shares were issued at 1.7p to fund the working capital requirements of the group.

On 27 June 2016 63,700,000 shares were issued at 0.3p following the exercise of warrants by Bergen

7. Post balance sheet events

On 1 September, the Company raised £500,000 by way of a placing to fund its on-going working capital requirements. In addition it agreed to extend the term of its £750,000 loan note for a further 12 months to 1 September 2017.

On 28 December 2016, the Company agreed to draw down an additional $185,000 on similar terms to the existing loan note.

* * ENDS * *

For further information visit www.africanpotash.com or contact the following:

Market Abuse Regulations (EU) No. 596/2014

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.