THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014)
AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR") AND THE SOUTH AFRICAN FINANCIAL
MARKETS ACT 19 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.
THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND
NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT 1933, AS AMENDED OR UNDER THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF
AMERICA.
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.
For immediate release
12 April 2024
Kore Potash
Plc
("Kore Potash" or the
"Company")
Notice of General
Meeting
Further to its announcements on 22
March 2024 and 28 March 2024 (the "Fundraising Announcements") regarding
the outcome of a fundraise to raise US$680,000 in aggregate, of
which US$530,000 was raised through the issue of 109,865,053 new
ordinary shares in the Company ("Unconditional Subscription Shares") to
certain eligible existing shareholders at a price of 0.38 pence per
share (the "Subscription
Price") and US$150,000 will be raised, conditional on the
approval of the Company's shareholders ("Shareholders") at a general meeting of
the Company, 31,093,883 new ordinary shares ("Conditional Subscription Shares") (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 13 May 2024 at
10am UK time. A circular containing the formal notice of the
General Meeting will shortly be dispatched to the Shareholders (the
"Circular").
Full details of the General Meeting
and each of the resolutions to be put before the meeting can be
found in the Circular which will be available at
www.korepotash.com.
As explained in the Fundraising
Announcements, completion of the Fundraise is subject to the
Shareholders approving certain resolutions (including for the
purposes of ASX Listing Rules 7.1 and 10.11) to authorize the issue
of new ordinary shares ("New
Shares").
David Hathorn, Chairman &
Interim Chief Executive Officer ("CEO") of the Company participated in
the Fundraise via two separate trusts of US$75,000 each, which, if
approved at the General Meeting, will result in the issue of
31,093,883 New Shares of US$0.001 each in the Company.
Accordingly, the General Meeting is
being held to seek shareholder approval of, amongst other matters,
the issue of the 31,093,883 New Shares at an issue price of 0.38
pence (0.74 Australian cents) per New Share as described above for
Mr Hathorn.
Related party
transaction
David Hathorn is a director of the
Company and the proposed issue of 31,093,883 New 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.
The
expected timetable of the upcoming principal events regarding the
General Meeting and the Fundraise is as follows:
|
Event
|
Date
|
|
Announcement & Further Announcement of
Fundraise
|
22 March 2024 & 28 March
2024
|
|
Admission of Unconditional
Subscription Shares to trading on
AIM
|
4 April
2024
|
|
Admission of Unconditional
Subscription Shares to trading
on JSE
|
4 April
2024
|
|
Quotation of Unconditional
Subscription Shares on ASX
|
4 April
2024
|
|
Record date to determine which
Shareholders on the JSE
are entitled to receive the
Circular
|
5 April
2024
|
|
Publication of the
Circular
|
12 April
2024
|
|
Circular made available on the
Company's website
|
12 April
2024
|
|
Last day to trade on the JSE in order
to be eligible to attend
and vote at the General
Meeting
|
6 May
2024
|
|
Latest time and date for receipt of
CDI Voting
|
9 am
(Perth time) on 8 May 2024
|
|
Record date to determine which
Shareholders on the JSE
are entitled to attend and vote at
the General Meeting
|
9 May
2024
|
|
Record date to determine which
Shareholders on AIM are
entitled to attend and vote at the
General Meeting
|
9 May
2024
|
|
Latest time and date for receipt of
Forms of Proxy
|
10 am (UK
time), on 9 May 2024
11 am
(South African time)
on 9 May
2024
|
|
Time and date of the General
Meeting
|
10 am (UK
time) / 11 am (South African time) / 5pm (Perth time)
on 13 May
2024
|
|
Announcement of the results of the
General Meeting
|
on or
around 13 May 2024
|
|
Allotment and issue of the
Conditional Subscription Shares
|
16 May
2024
|
|
Admission to trading on AIM of the
Conditional
Subscription Shares
|
8:00 a.m.
(London time) on
16 May
2024
|
|
Admission to trading on the JSE of
the Conditional
Subscription Shares
|
9:00 a.m.
(South African time) on
16 May
2024
|
|
Quotation of the Conditional
Subscription Shares on ASX
|
8:00 a.m.
(Perth time) on
16 May
2024
|
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.
The General Meeting will be held at
107 Cheapside, Second Floor, London, EC2V 6DN and in order to
reduce travel costs, it is likely that a limited number of
Directors, if any, will be present at the venue, although most will
dial-in to the General Meeting via an electronic audio webcast. The
Company is therefore also offering Shareholders the option to
participate in the Meeting remotely via an electronic audio
webcast:
To access the General Meeting
remotely, please register via the link below, which will then
provide dial-in options:
https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNumber=2252258&linkSecurityString=7a5b2050e
Please pre-register at least 10 minutes before the
beginning of the meeting.
If you have no internet access, the
following numbers can also be used to dial in:
South Africa - 011 535
3600
UK - 0 3333 001 418
Australia - 1 800 350
100
Other countries - +27 11 535
3600
Please dial in at least 5 minutes
before the beginning of the meeting to allow for registration on
the phone.
The Company strongly encourages all
Shareholders to submit a proxy vote in advance of the General
Meeting, appointing the Chairman of the General Meeting as their
proxy rather than a named person.
This announcement has been
authorized for release by the Board of Directors.
ENDS
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
|
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.
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.
The distribution of this
announcement and the offering of the New Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company that would permit an offering of such shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about, and to observe such
restrictions.
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 ordinary
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. 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 SP Angel Corporate Finance LLP, nor any of their
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 SP Angel Corporate Finance LLP or any of their
affiliates in connection with the Company or the Fundraise and any
responsibility therefor is expressly disclaimed. 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 SP Angel Corporate Finance LLP or any of their
affiliates, agents, directors, officers or employees as to, or in
relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
Further notices
SP Angel Corporate Finance LLP which
is regulated by the Financial Conduct Authority ("FCA"), is acting exclusively for the
Company as its nominated adviser for the purpose of the AIM Rules
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to the customers of
SP Angel Corporate Finance LLP or for providing advice in relation
to the matters described in this announcement.
No statement in this announcement is
intended to be a profit forecast or estimate, and no statement in
this announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company.
This announcement does not identify
or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the New
Shares. The price of ordinary shares and any income expected from
them may go down as well as up and investors may not get back the
full amount invested upon disposal of the shares. Past performance
is no guide to future performance, and persons needing advice
should consult an independent financial adviser.
Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
announcement.