Wrap Text
Results of Proposed Fundraise
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”)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU
REGULATION 596/2014 AND THE SOUTH AFRICAN FINANCIAL MARKETS ACT 2012.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 AMENDED 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
Results of Proposed Fundraise
Kore Potash plc, the potash exploration and development company whose flagship asset is the 97%-owned
Sintoukola Potash Project ("Kola" or the "Kola Project"), located within the Republic of Congo ("RoC"), is
pleased to announce the successful completion of the conditional Proposed Fundraise. A total of
946,106,3751 new Ordinary Shares will be issued at the Placing Price of 0.65p for a total value of
approximately US$8 million1.
Canaccord Genuity Limited (“Canaccord”) and Shore Capital Stockbrokers (“Shore Capital”) have acted as
Joint Bookrunners to the Company in the Proposed Fundraise. Rencap Securities (Pty) Limited acted as the
Company’s settlement agent and JSE sponsor in South Africa.
Highlights
• The Company has conditionally raised, in aggregate, approximately US$8 million [1] at a price of 0.65p
per new Ordinary Share (the “Placing Price”).
• 589,661,8651 new Ordinary Shares have been conditionally placed with new and existing
institutional investors at the Placing Price (the “Placing Shares”).
• In addition, certain new and existing shareholders have subscribed directly with the Company for a
total of 293,027,011 new Ordinary Shares at the Placing Price (the “Subscription Shares”).
• The Company also intends to issue, within 8 months of the Technical Services Agreement being
entered into and becoming unconditional, 63,417,499 new Ordinary Shares at the Placing Price to
Sociedad Quimica y Minera de Chile S.A. (“SQM”) in lieu of the fees payable under the Technical
Services Agreement (the “Deferred Technical Services Shares”). The Technical Services Agreement
can only be entered into when the Company is out of the “closed period”.
• Certain Substantial Shareholders (as defined under the AIM Rules) and the Company’s Chairman
have indicated their participating in the Proposed Fundraise for a total of 584,753,846 new
Ordinary Shares and a total value of approximately US$5 million. Such participation is to be
confirmed once the Company has released its interim results for the half year period ended 30 June
2020 (expected to be released on or around 10 September 2020) and is therefore out of the
“closed period” for trading.
• Conditionally, in aggregate, a total of 946,106,3751 new Ordinary Shares will therefore be issued
pursuant to the Proposed Fundraise representing 37.8% per cent. of the Enlarged Share capital.
Completion of the Proposed Fundraise is subject to, inter alia, a minimum fundraise of US$7 million,
the Company’s interim results for the half year period ended 30 June 2020 being released on or
around 10 September 2020 and Shareholder approval of certain resolutions to authorise the issue of
new Ordinary Shares which will be sought at a general meeting of the Company, details of which can
be found below.
Note 1:
Assumes the completion of the subscription by the Company’s Substantial Shareholders (as defined under the AIM Rules) and the Company’s
Chairman as referred to above
Capitalised terms used in this announcement have the meanings given to them in the announcement made -yesterday
regarding the Fundraising (the "Fundraising Announcement"), unless the context provides otherwise.
Circular and notice of general meeting
A circular containing further details of the Proposed Fundraise and notice of a general meeting of the
Company to, inter alia, pass the resolutions required to enable the Company to implement the Proposed
Fundraise, is expected to be published and despatched to Shareholders as soon as practicable. Following its
publication, the circular will be available on the Company’s website at www.korepotash.com.
Normal trading in the Company’s securities on the ASX is expected to resume following the release of this
announcement to ASX.
Directors and related parties’ intention to participate
Subject to the publication of the Company’s interim results, the passing of the Shareholder resolutions and
on completion of the Placing and the Subscription, as well as the issue of the Deferred Technical Services
Shares, the following are expected to be the shareholdings of the Company’s existing significant
shareholders:
Total Number of
Ordinary Shares
upon
Number of completion of Percentage of
existing Number of New the Proposed enlarged share
Shareholder Ordinary Shares Ordinary Shares Fundraise capital
Princess Aurora Company
304,223,209 265,435,349 569,658,558 22.76%
Pte Ltd (“SGRF”)
Sociedad Quimica y Minera
296,896,737 260,598,591 557,495,328 22.28%
(“SQM”)[1]
David Stevens 109,100,000 - 109,100,000 4.36%
Harlequin Investments Ltd 103,500,000 199,075,161 302,575,161 12.09%
David Hathorn 54,457,146 58,719,906 113,177,052 4.52%
Note: 1) SQM’s total number of ordinary shares upon completion of the Proposed Fundraise includes the Deferred Technical Services Agreement
Shares. The full allotment of the Deferred Technical Services Agreement Shares is conditional on the completion of works pursuant to the Technical
Services Agreement.
By virtue of SQM and SGRF being Substantial Shareholders and David Hathorn being a director of the
Company their indicated participation in the Proposed Fundraise, once confirmed, would be deemed to be a
related party transaction for the purposes of AIM Rule 13.
The directors of the Company, other than David Hathorn, Timothy Keating and Jose Antonio Merino who are
not deemed independent, having consulted with the Company’s nominated adviser, Canaccord Genuity,
consider that the terms of the aforementioned potential related party transactions are fair and reasonable
insofar as Shareholders are concerned.
In addition, the Company’s intention to enter into the Technical Services Agreement with SQM for SQM to
provide certain services to the Company (as described in the announcement on 25 August 2020) would be
considered a related party transaction for the purposes of AIM Rule 13 once the agreement is entered into.
The directors of the Company, other than Jose Antonio Merino who is not deemed independent, having
consulted with the Company’s nominated adviser, Canaccord Genuity, consider that the terms of the
Technical Services Agreement are fair and reasonable insofar as Shareholders are concerned.
Brad Sampson, CEO of Kore Potash, commented:
“This fundraise will allow the Company to deliver the first phase of the DFS for DX, and so further demonstrate
the extremely high quality of the asset.
“The location of DX, very close to both the coast and the surface, and the high grade of the mineral resource
mean that DX will be one of the very lowest cost producers of potash anywhere in the world.
“The results of the first phase of the DFS will catalyse value for shareholders, as improved understanding of
the asset de-risks the project and the Company gets closer to first production.
“We are committed to delivering the best possible results for our shareholders, local communities, and all of
our stakeholders.”
26 August 2020
JSE Sponsor: Rencap Securities (Pty) Limited
Enquiries:
Kore Potash Tel: +27 11 469 9140
Brad Sampson – CEO
Canaccord Genuity – Nomad, Broker and Joint Bookrunner Tel: +44 (0) 20 7523 4600
Henry Fitzgerald-O’Connor
James Asensio
Angelos Vlatakis
Shore Capital – Joint Broker and Bookrunner Tel: +44 (0) 20 7408 4050
Jerry Keen
Toby Gibbs
James Thomas
Tavistock Communications Tel: +44 (0) 20 7920 3150
Jos Simson
Edward Lee
Renaissance Capital
Yvette Labuschagne Tel: +27 (0)11 750 1448
Market Abuse Regulation
This announcement is released by Kore Potash plc and contains inside information for the purposes of the
Market Abuse Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance with the Company's
obligations under Article 17 of MAR. The person who arranged for the release of this announcement on
behalf of Kore Potash plc was Brad Sampson, Chief Executive Officer.
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, Canaccord or Shore Capital 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, Canaccord and Shore Capital
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, 2008. 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 Canaccord, Shore Capital, nor any of their respective 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 any of Canaccord, Shore Capital or
any of their respective affiliates in connection with the Company or the Proposed 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 any of Canaccord,
Shore Capital, or any of their respective 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.
Forward-looking statements
Certain statements, beliefs and opinions in this announcement are forward-looking, which reflect the
Company's or, as appropriate, the Company's directors' current expectations and projections about future
events. By their nature, forward-looking statements involve a number of risks, uncertainties and
assumptions that could cause actual results or events to differ materially from those expressed or implied by
the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the
outcome and financial effects of the plans and events described herein. Forward-looking statements
contained in this announcement regarding past trends or activities should not be taken as a representation
that such trends or activities will continue in the future. Except as required by applicable law or regulation,
the Company does not undertake any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this document.
Target Market Assessment
Solely for the purposes of the product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended from time to time ("MiFID II"); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto, the new Ordinary Shares have
been subject to a product approval process, which has determined that they each are: (i) compatible with an
end target market of retail investors and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels
as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: (a) the price of the new Ordinary Shares may decline and investors
could lose all or part of their investment; (b) the new Ordinary Shares offer no guaranteed income and no
capital protection; and (c) an investment in the new Ordinary Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Canaccord and Shore Capital will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever with respect to the new Ordinary
Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the new
Ordinary Shares and determining appropriate distribution channels.
Further notices
Canaccord is regulated by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company 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 Canaccord or for
providing advice in relation to the matters described in this announcement.
Shore Capital is regulated by the FCA, is acting exclusively for the Company 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 Shore Capital 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.
Date: 26-08-2020 08:00:00
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