Wrap Text
Fund Raise of US$ 1 Million
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”)
8 August 2023
Fundraise of US$1 million
Kore Potash plc, the potash development company with 97% ownership of the Kola and DX Potash
Projects in the Sintoukola Basin, located in the Republic of Congo, is pleased to announce the
successful completion of a share subscription, which has raised US$ 0.8 million through the proposed
issue of 124,384,000 new ordinary shares of US$0.001 each in the company (“Subscription Shares”)
to certain eligible existing shareholders at a price of 0.5 pence per share (the “Subscription Price”)
and the issue of convertible loans by the Company with an aggregate value of US$ 0.2 million
(“Convertible Loans”) (collectively the “Fundraise”).
The gross proceeds of the Fundraise of US$1 million will be used to further advance work that is
expected to lead to the delivery of an Engineering, Procurement and Construction contract for the
Kola Potash Project, as announced earlier by the Company today 8 August 2023.
The Company’s two largest shareholders, the Oman Investment Authority ("OIA") and Sociedad
Quimica y Minera ("SQM") will be offered the opportunity to subscribe for new ordinary shares at the
Subscription Price 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, and will accordingly require relevant shareholder approvals.
Any participation by OIA and SQM would be in addition to funds raised via the Fundraise and
announced here.
Convertible Loans
David Hathorn, the Chairman of Kore Potash, has participated in the Fundraise, by way of two
Convertible Loans of US$0.1 million each, via two separate trusts further details of which are set out
below. A General Meeting will be held in due course to seek approval of the conversion of the
Convertible Loans from both trusts which are associated with David Hathorn, a related party of the
Company, following which (if approved) 15,548,000 new ordinary shares of US$0.001 each will be issued
to each trust, resulting in 31,096,000 new ordinary shares being issued in aggregate (“Conversion
Shares”). Each Convertible Loan has a zero interest coupon, must be converted immediately following
the approval of shareholders at the General Meeting and is otherwise repayable by the Company within
three months from 24 July 2023, should shareholders not approve the conversion.
Related party transactions
Harlequin Investments Ltd (“Harlequin”) is a substantial shareholder of the Company, holding 10.77%
of the Company’s issued share capital prior to the Fundraise, and has agreed to subscribe for
31,096,000 Subscription Shares. 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 party noted under ASX Listing Rule
10.11.
David Hathorn is a director of the Company and the issue of the Convertible Loan and proposed
conversion into the Conversion Shares in relation to the trusts which are associated with him are
deemed to be a related party transactions for the purposes of AIM Rule 13 and ASX Listing Rule 10.11.1.
The directors of the Company, other than David Hathorn, having consulted with the Company’s
nominated adviser, SP Angel Corporate Finance LLP, consider that the terms of his participation in the
Fundraise are fair and reasonable insofar as shareholders of the Company are concerned.
Application for admission
The subscription shares will, when issued, be credited as fully paid and will rank pari passu in all respects
with the existing issued ordinary shares. This includes the right to receive all dividends and other
distributions declared or paid in respect of such ordinary shares after the date of issue of the new
ordinary shares. Kore Potash advises that application has been made for the admission of 124,384,000
Subscription Shares to trading on AIM, the Johannesburg Stock Exchange and the Australian Securities
Exchange with admission expected to take place on 11 August 2023.
Total voting rights
Following the issue of the Subscription Shares, the Company's total issued share capital will consist of
3,546,321,120 ordinary shares of US$0.001 each. No shares are held in treasury. Accordingly, the total
number of voting rights in the Company will be 3,546,321,120.
The above figure may be used by shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their interest in, or a change in their interest
in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
The Subscription Shares will be issued within the Company’s existing ASX Listing Rule 7.1 capacity. Issue
of the Conversion Shares remains subject to shareholder approval under ASX Listing Rule 10.11. The
Company can confirm that none of the Subscription Shares are being issued to a party noted in ASX
Listing Rule 10.11.
The Company did not use a broker or lead manager for the Fundraise.
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:
Kore Potash Tel: +27 84 603 6238
Brad Sampson - CEO
Tavistock Communications Tel: +44 (0) 20 7920 3150
Nick Elwes
Adam Baynes
SP Angel Corporate Finance - Nomad and Broker Tel: +44 (0) 20 7470 0470
Ewan Leggat
Charlie Bouverat
Shore Capital - Joint Broker Tel: +44 (0) 20 7408 4050
Toby Gibbs
James Thomas
Questco Corporate Advisory - JSE Sponsor Tel: +27 (11) 011 9205
Doné Hattingh
Notification of transaction by Person Discharging Managerial Responsibilities ("PDMR")
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Belle Terre Trust
2 Reason for the notification
a) Position/status A trust closely associated with David Hathorn, Chairman and
PDMR
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction
monitor
a) Name Kore Potash Plc
b) LEI 213800NWX7EHG4UVC107
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial Ordinary Shares of US$0.001 each
instrument, type of instrument
Identification code GB00BYP2QJ94
b) Nature of the transaction Issue of Convertible Loan, convertible into 15,548,000 ordinary
shares of US$0.001 each.
c) Price(s) and volume(s) Price: 0.5 pence
Volume: 15,548,000
d) Aggregated information Price: 0.5 pence
Aggregated volume:31,096,000
e) Date of the transaction 2023-008-08
f) Place of the transaction Outside a Trading Venue
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Stapleford Trust
2 Reason for the notification
a) Position/status A trust closely associated with David Hathorn, Chairman and
PDMR
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction
monitor
a) Name Kore Potash Plc
b) LEI 213800NWX7EHG4UVC107
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial Ordinary Shares of US$0.001 each
instrument, type of instrument
Identification code GB00BYP2QJ94
b) Nature of the transaction Issue of Convertible Loan, convertible into 15,548,000ordinary
shares of US$0.001 each.
c) Price(s) and volume(s) Price: 0.5 pence
Volume: 15,548,000
d) Aggregated information Price: 0.5 pence
Aggregated volume:31,096,000
e) Date of the transaction 2023-08-08
f) Place of the transaction Outside a Trading Venue
Date: 08-08-2023 09:00:00
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