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Pre-Listing Announcement in respect of the secondary inward listing of Kore Potash on the main board of the JSE
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” or the “Group”)
PRE-LISTING ANNOUNCEMENT IN RESPECT OF THE SECONDARY INWARD LISTING OF
KORE POTASH ON THE MAIN BOARD OF THE JSE LIMITED
1. INTRODUCTION
Kore Potash is an advanced stage mineral exploration and development company whose primary
asset is an equity interest in the Sintoukola Potash Project located close to the coast in the Republic
of Congo (“RoC”) (the “Sintoukola Project”). The Sintoukola Project assets are 100% held by
Sintoukola SA and its wholly-owned subsidiaries, in which the Group has a 97% beneficial interest
and is the operator. The Sintoukola Project comprises the Kola Project, Dougou Project and the
Dougou Extension Prospect, located within two mining licenses, covering a contiguous block of
655.52 km2. The three projects are at varying stages of development. In addition, the Group has
recently been granted an exploration permit, ‘Sintoukola 2’, which is a 294.4km 2 area adjoining
Dougou Mining License. The interest in the Sintoukola Project will decrease to 90% following the RoC
government's 10% free-equity participation and the Group’s buy-out of the existing 3% minority
shareholder.
The Group has a gross Australasian Joint Ore Reserves Committee (“JORC”) 2012 edition compliant
Measured, Indicated and Inferred Mineral Resource of 5,953Mt at an average grade of 22.0%
potassium chloride (“KCl”). This includes 848Mt of sylvinite [1] at an average grade of 34.8% KCl and
5,105Mt of carnallitite [2] at an average grade of 19.8% KCl (see Table 1). In addition, the Company has
an exploration prospect at Dougou Extension. Kola is the most advanced and initial focus of the
Group. A Definitive Feasibility Study (“DFS”) for the Kola Project is currently underway for production
of 2 million tonnes per annum (“Mtpa”) Muriate of Potash (MoP) (the saleable form of potassium
chloride) from sylvinite mined by conventional underground methods. The DFS is scheduled for
completion towards the end of Q2 2018 or early Q3 2018. The Company believes that Kola, based on
a 2012 Pre-Feasibility Study (“PFS”), has the potential to be among the world's lowest-cost potash
producers due to its location near the coast, high grade, low insoluble content, shallow depth and
access to infrastructure.
The Company is a newly formed holding company of the Group. The Company's subsidiary, Kore
Potash Limited (formerly named Elemental Minerals Limited) was formed in February 2004 and
became a listed public company in Australia on admission to the Australian Securities Exchange
(“ASX”) on 21 September 2005.
On 31 August 2017, Kore Potash announced a proposal to re-domicile the Group to the United
Kingdom by way of an Australian scheme of arrangement between Kore Potash Limited and its
shareholders, involving the Company as the proposed acquirer and new holding company for the
Group. Following completion of the scheme of arrangement, the Company became the parent
company of the Group and was admitted to trading on the ASX on 07 November 2017 (in the form of
CHESS Depositary Interests (“CDIs”)) with a market capitalisation of AUD138.27m.
1 Sylvinite is an evaporite rock consisting primarily of the minerals sylvite and halite and possible
lesser quantities of sylvite, halite and insoluble materials such as clays, anhydrite, and dolomite
2 Carnallitite is an evaporite rock consisting primarily of the minerals carnallite and halite and possible
lesser quantities of sylvite, halite and insoluble materials such as clays, anhydrite, and dolomite
In addition to the primary listing on the ASX, application has been made to the JSE and the AIM
market of the London Stock Exchange plc (“AIM”) for all the ordinary shares of Kore Potash to be
admitted to trading on the JSE and AIM.
The ASX is an "accredited exchange" as defined in paragraph 18.42 of the Listings Requirements of
the exchange operated by the JSE Limited (“JSE”) (the “JSE Listings Requirements”).
The JSE has granted approval to Kore Potash for a secondary inward listing, under the fast-track
listing process contemplated in Section 18 of the JSE Listings Requirements, of the entire issued
share capital consisting of 771,395,766 issued and fully paid ordinary shares of US$0.001 par value
each (“Ordinary Shares”) on the Main Board of the JSE in the “General Mining” sector, under the
abbreviated name “KORE”, JSE share code “KP2” and ISIN “GB00BYP2QJ94”, with effect from the
commencement of trade on Thursday, 29 March 2018 (the “Listing Date”) (the “Secondary Listing”).
The Secondary Listing will be preceded by a capital raising through a private placement (i) to selected
persons in South Africa who fall within the specific categories listed in section 96 (1) (a) of the South
African Companies Act, 2008 and (ii) selected persons outside the United States in reliance on
Regulation S under the U.S. Securities Act of 1933. The Company's market capitalisation was ZAR1.1
billion as of the date of its application to the JSE.
2. OVERVIEW OF THE COMPANY
Kore’s Projects are easily accessed, being located approximately 65 km to the north northwest of the
city of Pointe Noire and 30 km from the Atlantic coast. The Projects have the potential to be among
the world’s lowest-cost potash producers and their location near the coast offers a transport cost
advantage to global fertilizer markets.
In 2012, a PFS was completed for the Kola Sylvinite Deposit based 2 Mtpa MoP production from
sylvinite mined by conventional underground methods. On the back of the PFS, the mining lease for
the Kola Project was granted in 2013 and the Environmental and Social Impact Assessment was
approved in 2013. In 2015, a scoping study of the Dougou Deposit was completed based on (in situ)
solution mining of the potash. On the back of the scoping study, the mining lease for Dougou was
granted in 2015 (which also includes the Dougou Extension Prospect).
In November 2016, to further progress the Sintoukola Project, Kore raised US$45m from existing
shareholders and two large investors: the State General Reserve Fund (SGRF), the Sovereign
Wealth Fund in Oman, and Sociedad Quimica y Minera (SQM), a New York listed Chilean lithium and
potash company. Subsequently, Summit Investments PCC and its nominees invested a further
US$5m.
In February 2017, Kore Potash announced that a DFS on the Kola Project was being conducted by a
consortium of world class engineering and construction companies consisting of Technip FMC, Vinci
Construction Grands Projects, Egis International and Louis Dreyfus Armateurs (the “French
Consortium”). The DFS contract was signed on 28 February 2017 and the study is scheduled to be
completed towards the end of Q2 2018 or early Q3 2018. The French Consortium has committed to
provide a binding fixed price Engineering, Procurement and Construction (“EPC”) proposal, for Kola,
within three months of the completion of the DFS.
In June 2017, the Government of the Republic of Congo approved and signed the Mining Convention
which governs the conditions of construction, operation and mine closure of the Kola and Dougou
Mining Leases. The directors expect this to be ratified into law in the near future.
In July 2017, Met-Chem Canada Inc, a subsidiary of DRA Global (Met-Chem) defined an updated
Mineral Resource Estimate for Kola, according to the JORC Code 2012 edition. The estimate includes
a combined Measured and Indicated Mineral Resource of 508 Mt grading 35.4% KCl and is the basis
for the DFS.
In February 2018, a new exploration permit, Sintoukola 2, was awarded to the Group, adjoining the
Dougou Mining Lease, covering prospective ground to the northwest of the latter.
Kola Project
The Kola Project, within the 204km 2 Kola mining lease, has a Measured and Indicated sylvinite
Mineral Resource of 508 million tonnes (Mt) grading 35.4% KCl and Measured and Indicated
carnallitite Mineral Resource of 783 Mt grading 18.1% KCI. The focus to date has been on the
development of the sylvinite resource. A PFS was completed in 2012 by SRK Consulting for a
conventional underground mine. A mining license for the Kola Deposit was granted in August 2013
and a DFS is currently underway, conducted by the French Consortium.
Dougou Project
The Dougou Project, within the 451km 2 Dougou Mining Lease, is a very large and thick potash
deposit located approximately 15km south-west of the Kola Deposit. The Dougou Project has a
Measured and Indicated carnallitite Mineral Resource of 1.1 billion tonnes grading 20.6% KCl. The
Dougou Mining Lease, which includes the Dougou Extension Prospect, was granted in May 2017. A
scoping study was completed in February 2015 based on (in situ) solution mining of the potash.
Dougou Extension Prospect
The Dougou Extension Prospect is an area prospective for sylvinite within the Dougou Mining Lease,
situated immediately west of Dougou; exploration drilling has intersected high grade sylvinite
intersections.
Table 1
Gross
Grade Contained
Category Tonnage
KCl Mg Insol KCl
(Mt)
% % % (Mt)
Kola Sylvinite Mineral Resources
Measured 216 34.9 0.08 0.13 75
Indicated 292 35.7 0.07 0.14 104
Inferred 340 34.0 0.08 0.25 116
Subtotal 848 34.8 0.08 0.13 295
Kola Carnallitite Mineral Resources
Measured 341 17.4 5.55 0.17 59
Indicated 442 18.7 5.85 0.17 83
Inferred 1,266 18.7 5.74 0.12 236
Subtotal 2,049 18.5 5.73 0.14 378
Dougou Carnallitite Mineral Resources
Measured 148 20.1 12.7 - 30
Indicated 920 20.7 13.0 - 190
Inferred 1,988 20.8 13.1 - 414
Subtotal 3,056 20.7 13.1 - 634
TOTAL 5,953 22.0 8.7 1,307
Notes: Kola Deposit resource as first reported 6 July 2017. The Mineral Resource Estimate was undertaken by the
Met-Chem division of DRA Americas Inc, a subsidiary of the DRA Group. Dougou Deposit resource as first reported 9
February 2015. The Mineral Resources Estimate was undertaken by ERCOSPLAN. Insoluble contents at Dougou
were not estimated due to the extremely low assay values returned. The Mineral Resource Estimates are reported in
accordance with the JORC code 2012 edition. Resources are reported at a cut-off grade of 10% KCl. Tonnes are
rounded. Mineral Resources which are not Ore Reserves do not have demonstrated economic viability. The estimate
of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant
issues.
1. The net attributable Mineral Resource is based on Kore Ltd’s 97% holding in Sintoukola SA.
Prospective investors are invited to view the Group’s 2016 Annual Report and Audited Financial
Statements and 2017 Interim Financial Report at www.korepotash.com. In addition, prospective
investors are advised that a Competent Persons Report on the Company’s mineral assets has been
prepared for purposes of the listing on AIM and is included in the AIM Admission document which is
anticipated to be made available on the Company’s website early next week.
3. COMPANY INFORMATION
- The PLC Company was incorporated on 25 August 2017 in England and Wales and has its
registered office at 25 Moorgate, London, EC2R 6AY UK. Kore Potash is not registered as an
external company in South Africa
- The financial year-end of the Company is 31 December
- The Company has appointed Computershare Investor Services Proprietary Limited
(Registration number 2004/003647/07) a private company as its transfer secretary in South
Africa with its registered address and primary place of business at Rosebank Towers, 15
Biermann Avenue, Rosebank, 2196, South Africa
- The Company’s registrar in Australia is Computershare Investor Services Pty Limited with its
registered address and primary place of business at Level 11, 172 St Georges Terrace, Perth
WA 6000, Australia
- The Company’s registrar in the United Kingdom is Computershare Investor Services Plc with
its registered address and primary place of business at The Pavilions, Bridgwater Road,
Bristol BS99 6ZZ, UK
4. RATIONALE FOR THE COMPANY’S SECONDARY LISTING
Kore Potash believes a Secondary Listing on the Main Board of the JSE is the next step in the
strategic positioning of the Kore Group in the Europe, Middle East and Africa region to better reflect
the location of its assets and to improve the Company’s capital raising ability. In particular, Kore
Potash believes that JSE investors have a stronger understanding of large African projects, which is
especially important when the Kore Group seeks equity financing for the development of the Kola
Project.
It also provides an additional market for trading of the Company’s shares for the Company’s existing
and prospective South African shareholders. Kore Potash believes that approximately 20 – 30% of
the Company’s existing shareholders have a South African presence and/or affiliation. In addition, a
JSE listing will allow prospective South African investors to obtain foreign exposure through domestic
channels, deepening the Company’s potential investor pool of capital.
Following the Secondary Listing there will be full fungibility between the United Kingdom and South
African share registers, with the exception of the “freeze” period prior to the record date of a corporate
action, such as dividends, as required in terms of the JSE Listings Requirements. The CDIs listed on
the ASX will not be fungible with the South African share register.
5. TERMS AND CONDITIONS OF PRIVATE PLACING
Kore Potash intends to raise up to US$13 million (ZAR156 million), through the placing of new
Ordinary Shares (the “Placing Shares”), prior to the Listing Date, in reliance on Regulation S of the
U.S. Securities Act of 1993 and s96(1)(a) of the South African Companies Act, 71 of 2008.
In addition to the issuing of the Placing Shares, Kore Potash intends issuing a maximum of 13 million
equity warrants (1 million equity warrants for every US$1m invested), at no cost to the equity
warrantholder, with an exercise price of AU$0.30, expiring three years from the date of issue (the
“Placing Equity Warrants”), to all investors in the placing (collectively, the “Private Placing”). To the
extent that approval is required from the Financial Surveillance Department of the South African
Reserve Bank for the issue of the Placing Equity Warrants, the Placing Equity Warrants will only be
issued upon receipt of such approval.
The Placing Shares, when issued and fully paid, will rank equally in all respects with the existing
Ordinary Shares of the Company on listing, including the right to receive dividends or other
distributions declared on or after listing, if any.
Extracts of the salient terms of the equity warrant instrument are contained in the AIM Admission
document.
The proceeds of the Placing Shares will be used by the Company for its ongoing working capital
requirements. Application has been made to the JSE and to the LSE, respectively, for all of the
Company's ordinary shares (including the Placing Shares) to be admitted to trading on the main board
of the JSE and on AIM.
The Private Placing is conditional, inter alia, on the first to occur of admission to AIM and admission to
the main board of the JSE becoming effective (“Admission”). It is expected that Admission will
become effective and that trading will commence on the JSE and AIM on the Listing Date. The Private
Placing has not been underwritten.
6. CURRENT TRADING AND PROSPECTS
The Group had cash resources of US$33.9 million at 30 June 2017 and on Admission, the Group will
have cash resources of approximately US$20 million. The Group does not currently generate
operating revenue and controls costs and expenses carefully. The Directors believe that the Group is
well placed to enhance the value of the Group through the development and construction of the Kola
Project and the exploration and development of the Dougou Project and Dougou Extension Prospect.
The Group’s objective is to become a significant potash producer in the medium term primarily
through the exploration and development of its existing asset base. Following Admission, the Group
will continue to primarily focus on the development of the Kola Project. The Group has already
commenced the DFS of the Kola Project, which is expected to be completed towards the end of Q2
2018 or early Q3 2018. In the near-term, the Group is committed to optimising the capital cost,
operating cost and construction timing of the project and working to accelerate to a binding fixed price
EPC proposal for the project within three months of completion of the DFS. The Group is also
committed to identifying and raising funding for the construction of the Kola Project.
Although the primary focus of the Group is to pursue the development of Kola, Dougou and Dougou
Extension, the Group may seek additional growth opportunities in the long-term. These opportunities
may be sought through acquisitions, joint ventures or other business opportunities within the potash
and potash-related industry.
7. FINANCIAL INFORMATION
Set out below are the basic, diluted and headline earnings (as defined in terms of The South African
Institute of Chartered Accountants Circular 2/2015) per share for the twelve months ended 31
December 2016, the twelve months ended 31 December 2015 and the six months ended 30 June
2017:
Twelve Twelve Six months
months months ended 30
ended ended June 2017
31 Dec 2016 31 Dec 2015
Loss attributable to ordinary shares 4 259 666 2 649 102 691 130
Number of shares in issue 728 944 470 410 275 877 768 158 142
Weighted average number of ordinary shares 466 008 687 393 959 576 743,389,891
for the purpose of basic earnings per share
Weighted average number of ordinary shares 466 008 687 393 959 576 743,389,891
for the purpose of diluted earnings per share
Headline loss per share (USD cents) 0.91 0.67 0.09
Basic loss per share (USD cents) 0.91 0.67 0.09
Diluted loss per share (USD cents) 0.91 0.67 0.09
Prospective investors are invited to view the Group’s 2016 Annual Report and Audit Financial
Statements and 2017 Interim Financial Report at www.korepotash.com. It is anticipated that the
Company will publish its 2017 Financial Report by 31 March 2018.
8. SHARE CAPITAL
At the date of incorporation, the issued and paid-up share capital of the Company comprised of
redeemable shares and one Ordinary Share. The redeemable shares were issued for the purpose of
satisfying the UK Companies Act of 2006, as amended, minimum share capital requirements for
public companies.
The share capital of the Company currently consists of Ordinary Shares of par value of US$0.001.
The fully paid issued share capital of the Company as at 16 March 2018 was as follows:
Number
Authorised share capital
Ordinary share of US$0.001 Unlimited
Redeemable shares of GBP1.00 each Unlimited
Issued share capital
Ordinary shares of US$0.001 per share 771 395 766
The Company does not hold any ordinary shares in treasury. However, the Company has 58,191,226
unlisted Options and 42,595,104 unlisted Performance Rights in issue, which are convertible into
ordinary shares of the Company on a one-for-one basis. Details of the conversions are set out in the
interim and annual financial results of the Company and is available at www.korepotash.com.
Once listed, the Ordinary Shares will be traded on the JSE in electronic form only (as dematerialised
shares) and will be trading for electronic clearing and settlement, via Strate Proprietary Limited
(“Strate”), immediately following the Secondary Listing.
Strate is a system of “paperless” transfer of securities used by the JSE to settle trades. All investors
owning dematerialised Ordinary Shares or wishing to trade their Ordinary Shares on the JSE are
required to appoint either a broker or a Central Securities Depository Participant (“CSDP”) in South
Africa to act on their behalf and to handle their settlement requirements. If you have any doubt as to
the mechanics of Strate please consult your broker, CSDP or other appropriate adviser and you are
referred to the Strate website (www.strate.co.za) for more detailed information.
9. DIVIDEND POLICY
The Company has not paid any dividends since its incorporation. The nature of the Group's business
means that it is unlikely that the directors will recommend a dividend in the early years following
Admission. The directors believe that the Company should seek to generate capital growth for its
shareholders but may recommend distributions at some future date, having regard for the Company's
ability to generate sustainable profits, its financial position and the board's assessment of the capital
required to grow the Company. when it becomes commercially prudent to do so. There are no fixed
dates for dividend payments by the Company.
10. DIRECTORS AND SENIOR MANAGEMENT
10.1 DIRECTORS
Kore has a highly experienced board of directors and management team. Details of the directors and
key management are set out below:
David Hathorn joined the Group as non-
David Hathorn
executive Chairman in November 2015. He was
Non-Executive Chairman the Chief Executive Officer of Mondi Group
between 2000 and May 2017 having joined the
group in 1991. The Mondi Group is an
international paper and packaging group
employing around 25,000 people across more
than 30 countries and listed on the London
Stock Exchange and JSE. Prior to the demerger
of the Mondi Group from Anglo American plc, Mr
Hathorn was a member of the Anglo American
group executive committee from 2003 and an
executive director of Anglo American PLC from
2005, serving on several boards the group’s
major mining operations.
Sean Bennett joined the Group as CEO in
Sean Bennett
November 2015. He was previously CEO of
Chief Executive Officer and Managing Director UBS South Africa. Mr Bennett joined SG
Warburg in London in 1995 (now UBS
Investment Bank). He moved to South Africa in
2008 with HSBC, where he was Co-Head of
HSBC Global Banking for Africa before re-
joining UBS in 2011.
Mr Bennett has over 20 years’ experience in
advising a wide range of companies, state
owned enterprises and governments, including
a number of large mining houses such as BHP,
South32 and Sibanye. Mr Bennett has been
involved in transactions around the globe as
well as numerous countries across Africa.
Jonathan Trollip joined the Group in April 2016.
Jonathan Trollip
Mr Trollip is a globally experienced director
Non-Executive Director (both executive and non-executive) with over 30
years of commercial, corporate, governance and
legal and transactional expertise. He is currently
Non-Executive Chairman of ASX listed Global
Value Fund Ltd, Future Generation Investment
Company Limited, Spicers Ltd, Plato Income
Maximiser Ltd, Spheria Emerging Companies
Ltd and Antipodes Global Investment Company
Limited and a non-executive director of Propel
Funeral Partners Limited. He also holds various
private company directorships in the commercial
and not-for-profit sectors.
Leonard Math joined the Group in April 2014. Mr
Leonard Math
Math is a member of the Institute of Chartered
Non-Executive Director Accountants. In 2005, he worked as an auditor
at Deloitte before joining GDA Corporate as
Manager of Corporate Services. He has
extensive experience in relation to public
company responsibilities including ASX and
ASIC compliance, control and implementation of
corporate governance, statutory financial
reporting and shareholder relations with both
retail and institutional investors. He is currently
the Company Secretary of ASX-listed Gulf
Manganese Corporation Limited.
Mr. Netherway joined the Group in December
David Netherway
2017. Mr Netherway is a mining engineer with
Non-Executive Director over 40 years of experience in the mining
industry. He was involved in the construction
and development of the New Liberty, Iduapriem,
Siguiri, Samira Hill and Kiniero gold mines in
West Africa and has mining experience in
Africa, Australia, China, Canada, India and the
Former Soviet Union. Mr Netherway served as
the CEO of Shield Mining until its takeover by
Gryphon Minerals. Prior to that, he was the CEO
of Toronto listed Afcan Mining Corporation, a
China focused gold mining company that was
sold to Eldorado Gold in 2005. He was also the
Chairman of Afferro Mining which was acquired
by IMIC in 2013. Mr Netherway has held senior
management positions in a number of mining
companies including Golden Shamrock Mines,
Ashanti Goldfields, and Semafo Inc. Mr
Netherway is currently the Chairman of AIM-
listed Altus Strategies plc, ASX-listed Canyon
Resources Ltd and TSX-listed Kilo Goldmines
Ltd, and a non-executive director of TSX and
AIM–listed Avesoro Resources Inc. He also
holds various private company directorships.
Timothy Keating joined the Group in November
Timothy Keating
2016 following the completion of the strategic
Non-Executive Director investment in the Group by SGRF. He is Head
of Mining Investment Private Equity at SGRF, a
sovereign wealth fund of the Sultanate of Oman.
Prior to joining SGRF in 2015, Mr Keating was
CEO of African Nickel Limited, a nickel sulphide
development company where he grew the
business through several acquisitions, project
development and fund raisings. He also worked
at Investec Bank for the Commodities and
Resource Finance Team (2004-2010), and at
Black Mountain Mine owned by Anglo American
plc, in South Africa. He is a non-executive
director Kenmare Resources plc.
Pablo Altimiras joined the Group in November
Pablo Altimiras
2016 following the completion of the strategic
Non-Executive Director investment in the Group by SQM. Mr Altimiras is
an Industrial Civil Engineer from the Pontificia
Universidad Católica de Chile where he also
earned an MBA. He joined SQM during 2007 as
Chief of Logistics Projects and in 2009 he was
promoted to Regulatory Affairs Director. In
2010, he assumed the position of Business
Development vice manager and after 2 years
took up the position of Development and
Planning manager. In 2016 he was appointed
Vice-President of Development and Planning.
Mr Altimiras is also a board member of Minera
EXAR, an Argentinian company developing a
lithium project in Jujuy Province, Argentina and
a board member of SQM Australia Pty Ltd, a
SQM subsidiary that is developing a lithium
project in Western Australia.
Potential Changes to the Board
As part of the Board’s continuing discussions on succession planning, Mr. Bennett has, as originally
envisaged when he joined the Company, informed the Board that he does not see himself as the long
term CEO. Mr. Bennett has informed the Board he believes that as the Company moves towards the
construction phase of the Kola Project, the Company would be better served by an individual with a
proven track record in the mining industry and mine construction. Accordingly the Board is beginning
the search for a successor CEO. Mr. Bennett has confirmed to the Board that when a successor CEO
is identified, Mr. Bennett will be available to stay with the Company to ensure the successful
conclusion of the financing and a smooth transition.
10.2 SENIOR MANAGEMENT
The Company’s senior management team (except for Mr Bennett listed above) is as follows:
John Crews joined the Group in March 2017. Mr
John Crews
Crews graduated from the University of the
Chief Financial Officer Orange Free State in Bloemfontein, South Africa
in 1994, and, after completing his articles with
KPMG in Johannesburg, qualified as a
Chartered Accountant in 1997. After spending a
number of years working in London, he joined
UBS in Johannesburg where he was the Chief
Financial Officer and Chief Operating Officer of
UBS South Africa. Mr Crews was also
responsible for UBS’ finance function across
MENA, Israel, Turkey and Nigeria and served on
a number of boards across the region.
Gavin Chamberlain was recently appointed as
Gavin Chamberlain
the Company’s Chief Operating Officer joining
Chief Operating Officer the Group in October 2017. Mr Chamberlain has
over 30 years’ experience in the mining sector in
various roles including managing director, civil
engineer, project director, project manager and
project sponsor. Most recently, Mr Chamberlain
was Regional Director of Amec Foster Wheeler’s
Africa Mining business. Prior to that, Mr
Chamberlain was Commercial Director and
Project Delivery Officer at Basil Read and its
subsidiary, TWP Holdings. Mr Chamberlain
holds a Graduate Diploma of Engineering from
the University of Witwatersrand and a Bachelor
of Science (B.Sc, Civil Engineering) from the
University of Natal.
Julien Babey has been the managing director of
Julien Babey
Sintoukola SA since 2012 and has moved to a
Business Development and Head of Country business development role in the Group while
continuing to serve on the board of the
Congolese entity. Previously, Mr Babey was the
managing director of AREVA Group’s registered
entities in Mongolia, developing a uranium in situ
leaching project. Mr Babey joined Areva in 2003
(previously COGEMA) and worked in several
divisions of the group as legal counsel and has
led legal teams in the mining division in France
and in regional offices in Southern Africa as well
as served on several of the boards of the group’s
mining operations in West, Central and Southern
Africa. He began his career with SAP France
followed by the French Development Bank
based in Morocco where he started to be
exposed to discussions with public officials for
infrastructure projects. Mr Babey holds a Master
of Law (LL.M) in Comparative Business Law
from the City University in Hong Kong and a
Master of Law (LL.M) in Business & Taxation
Law as well as an Accounting & Financial
Management Certificate from the University of
Aix-en-Provence in France.
11. DIRECTOR’S STATEMENTS
The directors of Kore Potash confirm that, to the best of their knowledge and belief, the Company has
adhered to all legal and regulatory requirements of the ASX.
The directors of Kore Potash have no reason to believe that the working capital available to the
Company or the Group will be insufficient for at least 12 months from the Listing Date.
12. MAJOR SHAREHOLDERS
As at 28 February 2018, the following shareholders were, directly or indirectly, beneficially interested
in, or responsible for managing, 5% or more of the Company’s issued share capital:
Shareholder % of issued share capital
Princess Aurora Company Pte Ltd (SGRF) 17.03
Sociedad Quimica y Minera de Chile SA (SQM) 17.03
Harlequin Investments Ltd 13.34
Dingyi Group Investments Limited 9.82
Total 57.22
13. MATERIAL CHANGES
Significant changes to the financial position and trading position of the Group since the publication of
Group’s annual financial report for the year ended 31 December 2016, as detailed in the Group’s ASX
announcements, Quarterly Reports and Half-Year Report, are set out below.
On 28 February 2017, the Group announced that it had signed a contract with the French Consortium
for the DFS on the Kola Project. The French Consortium committed to provide a binding fixed price
EPC proposal for Kola, within three months of the completion of the DFS.
On 27 April 2017, the Group successfully closed a US$5 million equity raising with Summit
Investments PCC and its nominees at A$0.25 per share.
On 18 May 2017, the Group was awarded a mining licence for Dougou, which covers both Dougou
and Dougou Extension.
On 22 May 2017, the Group appointed Rothschild & Co (London) as its adviser on the project debt
finance facility to build and commission the plant and infrastructure at the Sintoukola Project.
In May 2017, the Group appointed John Crews as its new Chief Financial Officer.
On 8 June 2017, the Group signed the mining convention for Kola and Dougou (including Dougou
Extension) with the Government of the ROC. The mining convention governs the conditions of the
construction, operation and mine closure of the Kola Project and Dougou Project, including
government undertakings and tax and customs duty exemptions. The Mining Convention is in the
process of legislative ratification into special law in the ROC.
On 6 July 2017, Met-Chem defined an updated Mineral Resource Estimate for Kola, according to the
JORC Code 2012 edition. The estimate includes a combined Measured and Indicated Mineral
Resource of 508 Mt grading 35.4% KCl.
On 10 July 2017, the Group announced its intention to list on the London Stock Exchange and on 31
August 2017, the Company announced its intention to seek to redomicile the Group in the United
Kingdom.
Kore Potash plc, a UK public company was incorporated on 25 August 2017.
On 27 October 2017, the shareholders of Kore Potash voted in favour of the Australian scheme of
arrangement (the "Scheme"). Pursuant to the Scheme, Kore Potash's shareholders exchanged their
existing shares in Kore Potash for shares (held in the form of CHESS CDIs) in the Company on 20
November 2017. The Company listed on the ASX on 7 November 2017.
In October 2017, the Group appointed Gavin Chamberlain as its new Chief Operating Officer. In
December 2017, the Group appointed David Netherway as an independent non-executive director.
In December 2017, the Company announced that it received a Letter of Support from BPIFrance
Assurance Export (“BPIFrance”) for French export credit insurance for the French component of the
procurement for the Kola project construction which is estimated to be in the region of US$500-700m.
On 19 February 2018 a new exploration permit, Sintoukola 2, was awarded to the Group, adjoining
the Dougou Mining Lease, covering prospective ground to the northwest of the latter.
There are no other significant events that have occurred since the latest audited financial report,
being the full year ended 31 December 2016 which require separate disclosure.
14. SALIENT DATES RELATING TO THE SECONDARY LISTING
2018
Pre-listing announcement published on the Stock Exchange News Thursday, 22 March
Service of the JSE (“SENS”)
Opening date of the Private Placement at 17h00 SA Time on Thursday, 22 March
Pre-listing announcement published in the press on Friday, 23 March
Closing date of the Private Placement at 14h00 SA Time on Friday. 23 March
Notification to investors of successful applications on Monday, 26 March
Results of Private Placement released on SENS on Monday, 26 March
Listing and commencement of trading of Kore Potash Ordinary Thursday, 29 March
Shares and Placing Equity Warrants on the Main Board of the JSE
from the commencement of trade (09:00 SA Time) on
Accounts at CSDP’s or brokers updated and accounts debited in Thursday, 29 March
respect of the Private Placement at the commencement of trade on
Notes:
1. All references to dates and times are to local dates and times in South Africa and are subject
to change. Any such change will be announced on SENS.
2. Investors must advise their CSDP or Broker of their acceptance of the Placement Shares in
the manner and cut-off time stipulated by their CSDP or Broker.
3. CSDPs effect payment on a deliver-versus-payment basis with regards to the ordinary shares
15. EXCHANGE CONTROL
- The Financial Surveillance Department of the South African Reserve Bank has approved the
Secondary Listing and classified the secondary inward listed Ordinary Shares as “domestic”
for exchange control purposes. Accordingly, South African resident investors may trade the
Ordinary Shares on the JSE without having recourse to their foreign portfolio allowance.
- Currency and shares are not freely transferable from South Africa to any jurisdiction outside
the geographical borders of South Africa or jurisdictions outside of the Common Monetary
Area (collectively, South Africa, the Republic of Namibia and the Kingdoms of Lesotho and
Swaziland). These transfers must comply with the South African Exchange Control
Regulations as described below. The South African Exchange Control Regulations also
regulate the acquisition by former residents and non-residents of Ordinary Shares.
- Investors who are resident outside the Common Monetary Area should seek advice as to
whether any governmental and/or other legal consent is required and/or whether any other
formality must be observed to enable an investor to acquire and/or hold Ordinary Shares. If
investors are in any doubt regarding the application of the South African Exchange Control
Regulations, they should consult their own professional advisers.
16. FURTHER INFORMATION AND AVAILABILITY OF DOCUMENTS
All documents and announcements which Kore Potash and its predecessor, Kore Potash Limited, has
made public over the years in consequence of having its securities listed on the ASX, including
financial information, annual reports, valuation reports and regulatory announcements, as well as the
Articles of Association of the Company, are available for download on the Company’s website at
www.korepotash.com.
This announcement is not an invitation to the public to subscribe for or purchase shares but is issued
in compliance with the JSE Listings Requirements relating to the Secondary Listing of the Company
on the JSE’s Main Board.
22 March 2018
JSE Sponsor, Bookrunner and Financial Adviser to Kore Potash
Rencap Securities (Pty) Limited
South African legal adviser to Kore Potash
DLA Piper Advisory Services (Pty) Ltd
This Pre-listing Announcement does not constitute an offer to sell or the solicitation of an offer to buy
the Ordinary Shares, nor will there be any sale of the Ordinary Shares in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of such jurisdiction.
This document contains certain statements that are neither reported financial results nor other
historical information. These statements are forward-looking in nature and are subject to risks and
uncertainties.
Actual future results may differ materially from those expressed in or implied by these statements.
Many of these risks and uncertainties relate to factors that are beyond the Group's ability to control or
estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other
market participants, the actions of government regulators and other risk factors such as the Group's
ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and
regulatory framework in which the Group operates or in economic or technological trends or
conditions, including inflation and consumer confidence, on a global, regional or national basis.
Readers are cautioned not to place undue reliance on these forward-looking statements, which apply
only as of the date of this document. The Group does not undertake any obligation to publicly release
any revisions to these forward-looking statements to reflect events or circumstances after the date of
this document. Information contained in this document relating to the Group should not be relied upon
as a guide to future performance.
This announcement has also been released on the SENS system of the Johannesburg Stock
Exchange.
Date: 22/03/2018 05:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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