TIDMKP2
RNS Number : 8361R
Kore Potash PLC
31 October 2023
31 October 2023
KORE POTASH PLC
("Kore Potash" or "the Company")
Fundraise of US$2.5 million
Kore Potash plc, the potash development company with 97%
ownership of the Kola and DX Potash Projects in the Sintoukola
Basin, located in the Republic of Congo, is pleased to announce the
successful completion of a share subscription (the "Fundraise"),
which has raised US$ 2.5 million through the proposed issue of
542,250,000 new ordinary shares of US$0.001 each in the Company
("Subscription Shares") to certain eligible existing shareholders
at a price of 0.38 pence per share the ("Subscription Price").
Highlights
-- Successful Fundraise of US$ 2.5 million via placement to existing large shareholders.
-- Kore Potash Chairman participating with US$ 750,000 investment.
-- Proceeds will be used to advance work expected to lead to
delivery of an Engineering, Procurement and Construction ("EPC")
contract for the Kola Potash Project.
-- Company exploring options to facilitate broader shareholder
base investing on similar terms across the three stock
exchanges.
-- No broking fees incurred on this fund raise.
Fundraise
The gross proceeds of the Fundraise will be used to further
advance work that is expected to lead to the delivery of an EPC
contract for the Kola Potash Project, as announced by the Company
on 8 August 2023, and for working capital for Kore Potash.
The Company has conditionally raised US$ 2.5 million through the
proposed issue of:
-- 336,575,000 new ordinary shares of US$ 0.001 each in the
Company (the "Unconditional Subscription Shares") with existing
shareholders at the Subscription Price (the "Unconditional
Placing"). The Unconditional Subscription Shares proposed to be
issued pursuant to the Unconditional Placing will be issued within
the Company's existing ASX Listing Rule 7.1 capacity; and
-- 205,675,000 new ordinary shares of US$ 0.001 each in the
Company (the "Conditional Subscription Shares") conditionally
placed with existing shareholders at the Subscription Price (the
"Conditional Subscription"), (collectively, the "Fundraise").
Completion of the Conditional Subscription is subject to
shareholder approval of certain resolutions (including for the
purposes of ASX Listing Rule 7.1 and ASX Listing Rule 10.11) to
authorise the issue of the Subscription Shares, which will be
sought at a general meeting of the Company, details of which will
be made available in due course.
David Hathorn, the Chairman of Kore Potash, has participated in
the Conditional Subscription, via two separate trusts, the Belle
Terre Trust and Stapleford Trust. 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. 81,187,500 new ordinary
shares of US$0.001 each in the Company will be issued to each
trust, resulting in 162,375,000 new ordinary shares being issued in
aggregate. Participation by the trusts will be deemed as a related
party transaction for the purposes of AIM Rule 13 and ASX Listing
Rule 10.11.1, and accordingly require relevant shareholder
approvals.
The Company is currently also reviewing options to enable other
shareholders an opportunity to participate in a fundraise in the
near future on all three exchanges on which the Company is listed
(Australian, London and Johannesburg).
Related party transactions
Harlequin Investments Ltd ("Harlequin") is a substantial
shareholder of the Company, holding 11.17% of the Company's issued
share capital prior to the Fundraise, and has agreed to subscribe
for 108,250,000 Unconditional 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 related party noted under ASX Listing
Rule 10.11.
David Hathorn is a director of the Company and the proposed
issue of 162,375,000 Conditional Subscription shares to the trusts
which are associated with him are deemed to be a related party
transaction 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 Unconditional 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 336,575,000 Unconditional Subscription
Shares to trading on AIM, the Johannesburg Stock Exchange and the
Australian Securities Exchange with admission expected to take
place on 7 November 2023.
Total voting rights
Following the issue of the Unconditional Subscription Shares,
the Company's total issued share capital will consist of
3,913,992,120 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 3,913,992,120.
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 Unconditional Subscription Shares will be issued within the
Company's existing ASX Listing Rule 7.1 capacity. Issue of the
Conditional Subscription Shares remains subject to shareholder
approval under ASX Listing Rule 7.1 and 10.11. The Company can
confirm that none of the Unconditional 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
Nick Elwes Tel: +44 (0) 20 7920
Adam Baynes 3150
SP Angel Corporate Finance- Nomad Tel: +44 (0) 20 7470
and Broker Ewan Leggat 0470
Charlie Bouverat
Shore Capital- Joint Broker Toby Gibbs Tel: +44 (0) 20 7408
James Thomas 4050
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
GB00BYP2QJ94
Identification code
------------------------------- --------------------------------------
b) Nature of the transaction Subscription for 81,187,500 ordinary
shares of US$0.001 each subject to
shareholder approval.
------------------------------- --------------------------------------
c) Price(s) and volume(s) Price: 0.38 pence
Volume: 81,187,500
------------------------------- --------------------------------------
d) Aggregated information Price: 0.38 pence
Aggregated volume 81,187,500
------------------------------- --------------------------------------
e) Date of the transaction 2023-10-31
------------------------------- --------------------------------------
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
GB00BYP2QJ94
Identification code
------------------------------- --------------------------------------
b) Nature of the transaction Subscription for 81,187,500 ordinary
shares of US$0.001 each subject to
shareholder approval.
------------------------------- --------------------------------------
c) Price(s) and volume(s) Price: 0.38 pence
Volume: 81,187,500
------------------------------- --------------------------------------
d) Aggregated information Price: 0.38 pence
Aggregated volume 81,187,500
------------------------------- --------------------------------------
e) Date of the transaction 2023-10-31
------------------------------- --------------------------------------
f) Place of the transaction Outside a Trading Venue
------------------------------- --------------------------------------
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END
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October 31, 2023 03:00 ET (07:00 GMT)
Kore Potash (LSE:KP2)
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