28 March 2024
KORE POTASH PLC
("Kore
Potash" or "the Company")
Fundraise of US$ 530,000 -
Conversion of Convertible Loan Notes & Chairman's
Participation
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 following the publication of the 2023 Annual Report, as
announced earlier today, the condition for the conversion of the
Convertible Loan Notes ("CLNs") has now been met.
Accordingly, the CLNs will now be converted into
109,865,053 new ordinary shares of US$0.001 ("new Ordinary Shares")
each in the Company at a price of 0.38 pence per new Ordinary
Share.
Chairman's
Participation in the Fundraise
Following the publication of the 2023 Annual Report,
the restriction of the Company's Directors and senior management
from trading in the Company's shares has ceased.
David Hathorn, the Chairman of the Company will now
subscribe to new Ordinary Shares on the same terms as those used
for the conversion of the CLNs, for a total consideration of US$
150,000 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., with 15,546,942 new ordinary Shares of
US$0.001 in the Company being issued to the Belle Terre Trust and
15,546,941 new ordinary Shares of US$0.001 in the Company being
issued to the Stapleford Trust, resulting in 31,093,883 new
ordinary shares being issued in aggregate ("Subscription Shares").
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 at
a General Meeting, the details of which will be advised in due
course.
Application for
admission
The new Ordinary Shares will 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 109,865,053 new Ordinary Shares to trading on
AIM, the Johannesburg Stock Exchange and the Australian Securities
Exchange with admission expected to take place on 4 April 2024.
Total voting
rights
Following the issue of the new Ordinary Shares, the
Company's total issued share capital will consist of 4,229,532,173
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 4,229,532,173.
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 new Ordinary Shares will be issued within the
Company's existing ASX Listing Rule 7.1 capacity. Issue of the
Subscription Shares remains subject to shareholder approval under
ASX Listing Rule 7.1 and 10.11. The Company can confirm that none
of the new Ordinary Shares are being issued to a party noted in ASX
Listing Rule 10.11.
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
Subscription Shares issue.
This announcement has been approved for release by
the Board.
For further information, please visit www.korepotash.com or contact:
Kore
Potash
David Hathorn - Chairman & Interim CEO
Andrey Maruta - CFO
|
Tel: +44 (0) 20 3963 1776
|
Tavistock
Communications
Nick Elwes
Adam Baynes
|
Tel: +44 (0) 20 7920 3150
|
SP Angel Corporate
Finance - Nomad and Broker Ewan Leggat
Charlie Bouverat
Kasia Brzozowska
|
Tel: +44 (0) 20 7470 0470
|
Shore Capital
- Joint Broker
Toby Gibbs
James Thomas
|
Tel: +44 (0) 20 7408 4050
|
Questco Corporate
Advisory - JSE Sponsor
Doné Hattingh
|
Tel: +27 (11) 011 9205
|