22 March 2024
KORE POTASH PLC
("Kore
Potash" or "the Company")
Fundraise of US$
530,000
Kore Potash plc, the potash development company with
97% ownership of the Kola and DX Potash Projects in the Sintoukola
Basin, located in the Republic of Congo, is pleased to announce
that the Company has issued five separate Convertible Loan Notes ("CLNs") in the Company with an aggregate value of
US$ 530,000 (the "Fundraise"). The CLNs have a proposed Drawdown
date of 22 March 2024.
The net proceeds from the CLNs will be used to
further advance work that is expected to lead to the signing of an
EPC contract for the Kola Potash Project, as announced by the
Company on 9 February 2024, and provide working capital for Kore
Potash.
CLNs
The Company is raising US$ 530,000 by way of the issue of five
separate CLNs. Each Convertible Loan has a zero interest
coupon and is convertible into new ordinary shares of US$ 0.001
("new Ordinary Shares") each in the Company at a price of 0.38
pence per new Ordinary Share and will be converted immediately
after publication of the 2023 Annual Report which the Company
expects to publish on or about 28 March 2024.
Subject to the conversion of the
CLNs the Company will issue 109,865,053 new Ordinary Shares in the
Company. The conversion of the CLNs into
shares is subject to and conditional upon the publication of the
Company's Annual Report. Only upon the occurrence of an Event of
Default the Lenders may, for so long as the Event of Default is
continuing, by written notice to the Company declare the
Outstanding Moneys to be immediately due and payable to the Lenders
without the need for any further demand or notice to be given.
There are no broking fees incurred in respect of this
Fundraise.
Chairman's intentions
Kore Potash is currently in a close period that
restricts Directors and senior management from trading in the
Company's shares pending the notification of the audited results
for the year ended 31 December 2023 ("Results"), which are expected
to be notified on or about 28 March 2024. Subject to any regulatory
requirements, it is the intention of David Hathorn, Chairman, to
subscribe for new ordinary shares of the Company for a
consideration of US$ 150,000 as soon as practicable
following the notification of the Results on the same terms as the
Fundraise. A further announcement will be made in relation to any
subscription by David Hathorn in due course.
Related party transactions
Harlequin Investments Ltd ("Harlequin") is a
substantial shareholder of the Company, holding 12.33% of the
Company's issued share capital prior to the Fundraise, and has
agreed to subscribe for CLNS to the value of US$ 200,000, which
will convert into 41,458,510 new Ordinary Shares, upon publication
of the Company's Annual Report. As a Substantial Shareholder,
Harlequin's participation in the Fundraise is deemed to be a
related party transaction for the purposes of AIM Rule 13. The
directors of the Company, having consulted with the Company's
nominated adviser, SP Angel Corporate Finance LLP, consider that
the terms of Harlequin's participation in the Fundraise are fair
and reasonable insofar as shareholders of the Company are
concerned. Harlequin is not a related party noted under ASX Listing
Rule 10.11.
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.
The Company will also lodge an Appendix 3B
Proposed issue of
+securities, with the ASX notifying of the proposed
issues.
This announcement has been approved for release by
the Board.
For further information, please visit www.korepotash.com or
contact: