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KORE POTASH PLC - Result of AGM, Issue of Options and Director Subscription

Release Date: 11/06/2025 16:08
Code(s): KP2     PDF:  
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Result of AGM, Issue of Options and Director Subscription

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
CDI ISIN: AU000000KP25
("Kore Potash" or the "Company")

11 June 2025

                     Result of AGM, Issue of Options and Director Subscription

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
resolutions put to its Annual General Meeting ("AGM") held earlier today on Wednesday 11 June 2025,
were all duly passed on a poll by the requisite majority.

PDMR Subscription

Further to the Company's announcements of 21 March and 2 April 2025 and following the approval
of shareholders at the AGM, the Company will issue 22,644,928 ordinary Shares of US$0.001 in the
Company ("Ordinary Shares") at a price of 1.7 pence per new Ordinary Share for a total consideration
of c.US$0.5 million (c.£0.38 million) to Theseus (Guernsey) Limited as trustee of two separate trusts,
the Belle Terre Trust and Stapleford Trust (the "PDMR Subscription"). The trusts are associated with
David Hathorn, a related party of the Company as defined by AIM Rule 13 and ASX Listing Rule 10.11.1.,
with 11,322,464 new Ordinary Share being issued to the Belle Terre Trust and 11,322,464 new
Ordinary Shares being issued to the Stapleford Trust, resulting in 22,644,928 new ordinary shares
being issued in aggregate.

Admission and Total Voting Rights

Accordingly, application will be made for the 22,644,928 new Ordinary Shares to be admitted to
trading on AIM and application has also been made for such shares to be admitted to trading on JSE
Limited and ASX, which is expected to commence on or around 17 June 2025, ("Admission"). On
Admission, David Hathorn will hold a beneficial interest in 395,746,326 Ordinary Shares representing
8.15 percent of the issued share capital of the Company.

Following Admission and the issue of the 22,644,928 new Ordinary Shares, the Company's issued share
capital will consist of 4,856,248,999 Ordinary Shares. Accordingly, following Admission the total
number of voting rights in the Company will be 4,856,248,999. This figure may be used by shareholders
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 Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.

Issue of PDMR Options

Additionally, further to the Company's announcement of 22 April 2025 and following receipt of
shareholder approval at today's AGM, the Company has issued 6,000,000 options over new Ordinary
Shares under the Directors and Executives Share Option Plan (the "DESOP") at an exercise price of
1.93 pence with a life to expiry of 3 years from today's date to the following directors:

 Name                Position                   Number of shares       Exercise Price Expiry Date
                                                subject to the         (pence)
                                                options granted
 David Hathorn       Chairman                   2,000,000              1.93          11 June 2028
 David Netherway     Non-Executive Director     2,000,000              1.93          11 June 2028
 Jonathan Trollip    Non-Executive Director     2,000,000              1.93          11 June 2028

Issue of PDMR Incentive Options

Following receipt of shareholder approval the Company has also issued 9,000,000 options over new
Ordinary Shares under the DESOP exercisable at a price of 2.2 pence per new Ordinary Share expiring
on 9 June 2027 to David Hathorn.

 Name                Position                 Number of shares       Exercise Price Expiry Date
                                              subject to the options (pence)
                                              granted
 David Hathorn       Chairman                 9,000,000               2.2           9 June 2027


Resumption of Trading on the ASX

The Company also confirms that following the release of its announcement on 10 June 2025, shares
in the Company resumed trading on the Australian Securities Exchange ("ASX").


The following statistics, as detailed in Annexure A below, are provided in respect of each resolution
proposed at the meeting.


For further information, please visit www.korepotash.com or contact:

Kore Potash                                                          Tel: +44 (0) 20 3963 1776
Andre Baya – CEO
Andrey Maruta - CFO

SP Angel – Nomad and Joint Broker                                    Tel: +44 (0) 20 7470 0470
Ewan Leggat
Charlie Bouverat
Grant Barker

Shore Capital – Joint Broker                                         Tel: +44 (0) 20 7408 4050
Toby Gibbs
James Thomas

Tavistock Communications                                             Tel: +44 (0) 20 7920 3150
Emily Moss
Nick Elwes

Questco Corporate Advisory – JSE Sponsor                             Tel: +27 (63) 482 3802
Doné Hattingh



The notification below, made in accordance with the requirements of the UK Market
Abuse Regulation, provides further detail.

Issue of PDMR Options

1    Details of the person discharging managerial responsibilities
     / person closely associated
a)   Name                    1. David Hathorn
                             2. David Netherway
                             3. Jonathan Trollip

2    Reason for the notification
a)   Position/status        1. Chairman
                            2. Non-Executive Director
                            3. Non-Executive Director

b)   Initial             Initial notification
     notification
     /Amendment
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      Options over new Ordinary Shares
     the financial
     instrument, type
     of instrument


     Identification     GB00BYP2QJ94
     code


b)   Nature of the      Grant of options over new Ordinary Shares
     transaction
c)   Price(s) and
     volume(s)
                           Price(s)            Volume(s)
                            1.    1.93 pence    1. 2,000,000

                            2.    1.93 pence    2. 2,000,000

                            3.    1.93 pence    3. 2,000,000

d)   Aggregated
     information         N/A


     - Aggregated        N/A
     volume


     - Price             1.93 pence

e)   Date of the         11 June 2025
     transaction
f)   Place of the        Outside of a trading venue
     transaction


Issue of PDMR Incentive Options

1    Details of the person discharging managerial responsibilities
     / person closely associated
a)   Name                    1. David Hathorn

2    Reason for the notification
a)   Position/status        1. Chairman

b)   Initial             Initial notification
     notification
     /Amendment
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      Options over new Ordinary Shares
     the financial
     instrument, type
     of instrument

     Identification     GB00BYP2QJ94
     code

b)   Nature of the      Grant of options over new Ordinary Shares
     transaction
c)   Price(s) and
     volume(s)
                          Price(s)             Volume(s)

                          1.   2.20 pence      1. 9,000,000

d)   Aggregated
     information        N/A


     - Aggregated       N/A
     volume


     - Price            2.20 pence

e)   Date of the        11 June 2025
     transaction
f)   Place of the       Outside of a trading venue
     transaction


ANNEXURE A:

In respect of each resolution the total number of votes exercisable by all validly appointed proxies was as follows:


 RESOLUTION                                                TOTAL                                                    VOTES
                                                                             FOR          DISCRETION   AGAINST
                                                           VOTES                                                   WITHHELD
                                                           VALIDLY
                                                           CAST

 Resolution 1 - Receive the 2024 Annual Report            1,824,972,175   1,824,640,508            0    331,667    2,023,200


 Resolution 2 - Approval of Remuneration Report           1,824,969,375   1,821,498,320            0   3,471,055   2,026,000


 Resolution 3 - Appointment of Auditors                   1,825,000,375   1,824,668,708            0    331,667    1,995,000

 Resolution 4 - Authorise directors to determine the      1,824,356,181   1,823,763,523            0    592,658    2,639,194
 remuneration of BDO LLP as the Company's auditors
 Resolution 5 - Re-appointment of David Hathorn as a      1,824,828,675   1,821,543,787            0   3,284,888   2,166,700
 Director
 Resolution 6 - Re-appointment of David Netherway as 1,824,873,675
                                                                          1,824,542,008            0    331,667    2,121,700
 a Director
 Resolution 7 - Re-appointment of Jonathan Trollip as a 1,824,873,675     1,821,285,663            0   3,588,012   2,121,700
 Director
 Resolution 8 – Re-appointment Wouter Pulinx as a         1,824,873,675   1,821,330,663            0   3,543,012   2,121,700
 Director

 Resolution 9 – Appointment of Amit Mehta as a            1,824,875,375   1,821,330,663            0   3,544,712   2,120,000
 Director

 Resolution 10 - Authority to Allot Shares in Connection 1,824,873,875    1,824,227,717            0    646,158    2,121,500
 with the Fundraise

 Resolution 11 – General authority to allot share         1,824,873,875   1,820,163,305            0   4,710,570   2,121,500


 Resolution 12 - Approval of securities issue to Director 1,824,873,875   1,824,215,317            0    658,558    2,121,500
 under the Fundraise

 Resolution 13 - Ratification of issue of Placing and     1,253,788,775   1,253,452,441            0    336,334    2,123,200
 Subscription Shares

 Resolution 14 - Approval to issue incentive options to   1,824,354,681   1,820,579,975            0   3,774,706   2,640,694
 David Hathorn

 Resolution 15 - Approval to issue options to David       1,824,354,681   1,820,579,975            0   3,774,706   2,640,694
 Hathorn

 Resolution 16 – Approval to issue options to David       1,599,727,029   1,595,951,223            0   3,775,806 218,731,912
 Netherway

 Resolution 17 – Approval to issue options to Jonathan 1,817,078,385      1,813,302,579            0   3,775,806   2,640,694
 Trollip

 Resolution 18 - Disapplication of pre-emption rights in 1,823,721,981    1,819,023,593            0   4,698,388   3,273,394
 connection with the Fundraise

 Resolution 19 Disapplication of pre-emption rights for 1,822,723,681     1,817,978,593            0   4,745,088   4,271,694
 general authority

Date: 11-06-2025 04:08:00
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