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Notice of General Meeting
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 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.
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.
Notice of General Meeting
Further to its announcement of 14 June 2019 regarding a placing and subscription to raise approximately
US$13 million (the “Fundraise”), Kore Potash, the potash exploration and development company whose
flagship asset is the 97%-owned Sintoukola Potash Project located within the Republic of Congo, today
announces that it will be holding a general meeting of shareholders (the “General Meeting”) on 17 July
2019 at Level 8, The Shard, 32 London Bridge Street, London SE1 9SG. A circular containing the formal notice
of meeting has been dispatched to the Company’s shareholders.
The General Meeting is being held to seek shareholder approval of the issue of 646,914,254 new ordinary
shares in the Company (“New Shares”) at an issue price of £0.016 per New Share pursuant to the Fundraise.
In accordance with the requirements of the Australian Securities Exchange, the Company is also seeking the
approval of its shareholders at the General Meeting to certain changes to the CEO’s current remuneration.
The expected timetable of the upcoming principal events regarding the General Meeting and the Fundraise
is as follows:
Event Date
Last day to trade on the JSE in order to be eligible 09 July 2019
to attend and vote at the Meeting
Record date to determine which Shareholders on 12 July 2019
the JSE are entitled to attend and vote at the
Meeting
Latest time and date for receipt of Forms of Proxy 10.30am (UK time) / 11.30am (South African time)
on 15 July 2019 or 5.30pm (Perth time) on 12 July
2019
Time and date of the General Meeting 10.30am (UK time) / 11.30am (South African time)
/ 5.30pm (Perth time) on 17 July 2019
Announcement of the results of the General on or around 17 July 2019
Meeting
Allotment and issue of the New Shares 17 July 2019
Admission to trading on AIM of the New Shares 8.00 a.m. (London time) on 19 July 2019
Admission to trading on the JSE of the New 9.00 a.m. (South African time) on 19 July 2019
Shares
Each of the times and dates in the above expected timetable may be subject to change, in which event details of the
new times and dates will be notified, where appropriate, by means of an announcement through a Regulatory
Information Service.
In addition to the resolutions being put before the General Meeting that relate to the Fundraise, the Board
(other than Brad Sampson) has also resolved to, subject to shareholder approval at the General Meeting,
issue new options ("2019 Options") to Brad Sampson. This is because, following the receipt of a
remuneration consultant's advice, the Board (other than Mr Sampson) determined that the Company
should cancel Mr Sampson’s previously issued options (“2018 Options”) on the basis that they were no
longer considered to be an appropriate incentive for Mr Sampson in light of the factors considered by the
remuneration consultant. Accordingly, the Company and Mr Sampson have agreed to the cancellation of
the 2018 Options and should shareholders approve the issue of the 2019 Options, they will form part of Mr
Sampson's revised remuneration package.
The approvals being sought at the General Meeting in connection with the Fundraise include the approval,
for the purposes of the ASX Rules, of the participation of the Company’s two largest existing shareholders,
State General Reserve Fund, Sultanate of Oman (“SGRF)” and Sociedad Quimica y Minera de Chile S.A.
(“SQM”), in the Fundraise. As disclosed in the Company’s announcement of 14 June 2019, as part of the
Fundraise SGRF will be subscribing for 140,488,209 New Shares and SQM will be subscribing for a total of
146,107,737 New Shares (of which 17,943,055 New Shares are proposed to be allotted to SQM in lieu of a
payable outstanding to SQM from the Company under a previously disclosed technical services agreement).
Full details of the General Meeting and each of the resolutions to be put before the meeting can be found
in the circular containing the Notice of General Meeting which will be available at www.korepotash.com
ENDS
28 June 2019
JSE Sponsor: Rencap Securities (Pty) Limited
For further information, please visit www.korepotash.com or contact:
Kore Potash Tel: +27 11 469 9140
Brad Sampson – CEO
Tavistock Communications Tel: +44 (0) 20 7920 3150
Jos Simson
Edward Lee
Canaccord Genuity – Nomad and Broker Tel: +44 (0) 20 7523 4600
James Asensio
Henry Fitzgerald-O’Connor
Shore Capital – Joint Broker Tel: +44 (0) 20 7408 4050
Jerry Keen
Toby Gibbs
Mark Percy
Renaissance Capital – JSE Sponsor Tel: +27 (11) 750 1448
Yvette Labuschagne
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.
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 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 Genuity Limited, Shore Capital Stockbrokers Limited, 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 Genuity Limited, Shore Capital Stockbrokers Limited or any of their
respective affiliates in connection with the Company or the Fundraise and any responsibility therefor is
expressly disclaimed.
Date: 28/06/2019 11:16:00 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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