TIDMKP2
RNS Number : 9036J
Kore Potash PLC
21 August 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014)
AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR") AND THE SOUTH AFRICAN FINANCIAL
MARKETS ACT 19 2012.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES
OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT 1933, AS AMED OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED
STATES OF AMERICA.
THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY
THE COMPANY FOR INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS
CONTINUOUS DISCLOSURE OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING
THE REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE AND THE
AUSTRALIAN SECURITIES EXCHANGE.
For immediate release
21 August 2023
Kore Potash Plc
("Kore Potash" or the "Company")
Notice of General Meeting
Further to the Company's announcement (the "Fundraising
Announcement"), at 7.56am (UK time) on 8 August 2023 confirming it
had raised US$0.8 million through the issue of 124,384,000 new
ordinary shares of US$0.001 each in the Company ("Subscription
Shares") to certain eligible existing shareholders at a price of
0.5 pence per share (the "Subscription Price") and US$0.2m through
the issue of convertible loans ("Convertible Loans") (collectively
the "Fundraise") regarding the outcome of a Share Subscription to
raise US$1 million through the issue of new ordinary shares in the
Company (the "Fundraise"), Kore Potash, the potash exploration and
development company whose flagship asset is the 97%-owned
Sintoukola Potash Project located within the Republic of Congo,
today announces that it will be holding a general meeting of
shareholders (the "General Meeting") on 21 September 2023 at 10am
UK time. A circular containing the formal notice of meeting will be
dispatched shortly to the Company's shareholders (the
"Circular").
Full details of the General Meeting and each of the resolutions
to be put before the meeting can be found in the Circular which
will be available at www.korepotash.com or via the following link:
http://www.rns-pdf.londonstockexchange.com/rns/9036J_1-2023-8-21.pdf
As explained in the Fundraising Announcement, completion of the
Fundraise is subject to the Company's shareholders approving
certain resolutions (including for the purposes of ASX Listing
Rules 10.11) to authorise the issue of new ordinary shares ("New
Shares").
David Hathorn, Chairman of the Company participated in the
Fundraise via two convertible loans of US$0.1 million each, which,
if converted, will result in the issue of resulting in a total of
31,096,000 new ordinary shares of US$0.001 each in the Company,
(the "Convertible Loans").
The General Meeting is being held to seek approval of the
conversion of the Convertible Loans from both trusts which are
associated with David Hathorn.
The Company's two largest shareholders, the Oman Investment
Authority ("OIA") and Sociedad Quimica y Minera ("SQM") were
offered the opportunity to subscribe for new shares on 8 August
2023 as is required under their Investment Agreements with Kore
Potash. OIA and SQM have up to 21 business days to inform the
Company if they intend to subscribe and any such participation will
be deemed a related party transaction for the purposes of AIM Rule
13 and ASX Listing Rule 10.11.3. Any participation by OIA and SQM
would be in addition to funds raised via the Fundraise.
Accordingly, the General Meeting is being held to seek
shareholder approval of, amongst other matters, the issue of up to
115,076,284 New Shares at an issue price of 0.5p (0.97 Australian
cents) per New Share as described above for Mr Hathorn, OIA and
SQM.
The expected timetable of the upcoming principal events
regarding the General Meeting and the Fundraise is as follows:
Event Date
Announcement of Fundraise 8 August 2023
-------------------------------
Admission of Subscription Shares to 11 August 2023
trading on AIM
-------------------------------
Admission of Subscription Shares to 11 August 2023
trading on JSE
-------------------------------
Quotation of Subscription Shares on 11 August 2023
ASX
-------------------------------
Record date to determine which Shareholders 11 August 2023
on the JSE are entitled to receive
this Circular
-------------------------------
Publication of this Circular (and made 21 August 2023
available on the Company's website)
-------------------------------
Last day to trade on the JSE in order 12 September 2023
to be eligible to attend and vote at
the General Meeting
-------------------------------
Latest time and date for receipt of 5 pm (Perth time) on 15
CDI Voting September 2023
-------------------------------
Record date to determine which Shareholders 15 September 2023
on the JSE are entitled to attend and
vote at the General Meeting
-------------------------------
Record date to determine which Shareholders 18 September 2023
on AIM are entitled to attend and vote
at the General Meeting
-------------------------------
Latest time and date for receipt of 10 am (UK time), on 19
Forms of Proxy September 2023 11 am (South
African time) on 19 September
2023
-------------------------------
Time and date of the General Meeting 10 am (UK time) / 11 am
(South African time) /
5pm (Perth time) on 21
September 2023
-------------------------------
Announcement of the results of the on or around 21 September
General Meeting 2023
-------------------------------
Allotment and issue of the Conversion 26 September 2023
Shares and Additional Shares
-------------------------------
Admission to trading on AIM of the 8:00 a.m. (London time)
Conversion Shares and Additional Shares on 26 September 2023
-------------------------------
Admission to trading on the JSE of 9:00 a.m. (South African
the Conversion Shares and Additional time) on 26 September
Shares 2023
-------------------------------
Quotation of the Conversion Shares 8:00 a.m. (Perth time)
and Additional Shares on ASX on 26 September 2023
-------------------------------
Each of the times and dates in the above expected timetable may
be subject to change, in which event details of the new times and
dates will be notified, where appropriate, by means of an
announcement through a Regulatory Information Service.
Full details of the General Meeting and each of the resolutions
to be put before the meeting can be found in the Circular which
will be available at www.korepotash.com.
The General Meeting will be held at the offices of our
solicitors, Memery Crystal LLP, 165 Fleet Street, London EC4A 2DY
and in order to reduce travel costs, it is likely that a limited
number of Directors, if any, will be present at the venue, although
most will dial-in to the Meeting via an electronic audio webcast.
The Company will therefore also offer Shareholders the option to
participate in the Meeting remotely via the electronic audio
webscast.
The Company strongly encourages all Shareholders to submit a
proxy vote in advance of the General Meeting, appointing the
Chairman of the General Meeting as their proxy rather than a named
person.
This announcement has been authorised for release by the Board
of Directors.
S
For further information, please visit www.korepotash.com or
contact:
Kore Potash Tel: +27 84 603 6238
Brad Sampson - CEO
Tavistock Communications Tel: +44 (0) 20 7920
Nick Elwes 3150
Adam Baynes
SP Angel Corporate Finance - Nomad Tel: +44 (0) 20 7470
and Broker Ewan Leggat 0470
Charlie Bouverat
Shore Capital - Joint Broker Toby Tel: +44 (0) 20 7408
Gibbs 4050
James Thomas
Questco Corporate Advisory - JSE Tel: +27 (11) 011 9205
Sponsor Doné Hattingh
Market Abuse Regulation
Market Abuse Regulation (MAR) Disclosure 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 which has been incorporated into UK
law by the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement via Regulatory Information Service
('RIS'), this inside information is now considered to be in the
public domain.
Important Notices
This announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The distribution of this announcement and the offering of the
New Ordinary Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company that would permit an
offering of such shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company to inform themselves about, and to observe
such restrictions.
This announcement does not constitute an offer to sell or an
invitation to subscribe for, or solicitation of an offer to
subscribe for or buy any ordinary shares or other securities of the
Company to any person in Australia. This announcement is not, and
does not purport to be, a document containing disclosures to
investors for the purposes of Part 6D.2 of the Australian
Corporations Act 2001 (Cth) and will not be filed with and has not
been reviewed or approved by the Australian Securities and
Investments Commission.
This announcement contains no "offer to the public" and does not
constitute a "registered prospectus" as such expressions are
defined in Chapter 4 of the South African Companies Act. This
announcement does not constitute a pre-listing statement prepared
in accordance with the Johannesburg Stock Exchange Listings
Requirements.
This announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by SP
Angel Corporate Finance LLP, nor any of their affiliates or agents
(or any of their respective directors, officers, employees or
advisers) for the contents of this announcement, or any other
written or oral information made available to or publicly available
to any interested party or its advisers, or any other statement
made or purported to be made by or on behalf of SP Angel Corporate
Finance LLP or any of their affiliates in connection with the
Company or the Fundraise and any responsibility therefor is
expressly disclaimed. No representation or warranty, express or
implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by SP Angel
Corporate Finance LLP or any of their affiliates, agents,
directors, officers or employees as to, or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Further notices
SP Angel Corporate Finance LLP is regulated by the Financial
Conduct Authority ("FCA"), is acting exclusively for the Company as
its nominated adviser for the purpose of the AIM Rules and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
SP Angel Corporate Finance LLP or for providing advice in relation
to the matters described in this announcement.
No statement in this announcement is intended to be a profit
forecast or estimate, and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the new ordinary shares. Any
investment decision to buy new ordinary shares in the Placing must
be made on the basis of the terms and conditions set out in the
Appendix to this announcement. The price of ordinary shares and any
income expected from them may go down as well as up and investors
may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and
persons needing advice should consult an independent financial
adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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END
NOGPBMATMTATMJJ
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