1 July 2024
KORE POTASH PLC
("Kore
Potash" or "the Company")
Fundraise of
US$1,281,000
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 approximately US$1,281,000 through the proposed issue of
91,802,637 new ordinary shares of US$0.001 each in the Company
("Subscription Shares") to certain existing shareholders as well as
new institutional and high net worth investors at a price of 1.1
pence per share ("Subscription Price").
The net proceeds from the Fundraise will be
used to further advance the work that is expected to lead to the
signing of an EPC contract for the Kola Potash Project, as
announced by the Company on 24 June 2024, and provide working
capital for Kore Potash.
The Company has conditionally raised
approximately US$1,281,000 through the
proposed issue of:
·
87,503,183 new ordinary shares of US$0.001 each in the
Company (the "Unconditional
Subscription Shares") with existing shareholders and new
institutional and high net worth investors 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
·
4,299,454 new ordinary shares of US$0.001 each in the Company
(the "Conditional Subscription
Shares") conditionally placed with David Hathorn, the
Chairman of the Company at the Subscription Price (the
"Conditional
Subscription").
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 Conditional Subscription
Shares, which will be sought at a general meeting of the Company,
details of which will be made available in due course.
Chairman's participation in the
Proposed Fundraise
David Hathorn, the Chairman of the Company
intends to subscribe for 4,299,454 new Ordinary Shares for a total
consideration of US$60,000 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 2,149,727 new ordinary Shares of
US$0.001 in the Company being issued to the Belle Terre Trust and
2,149,727 new ordinary Shares of US$0.001 in the Company being
issued to the Stapleford Trust, resulting in 4,299,454 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.
Related party transactions
Harlequin Investments Ltd ("Harlequin") is a
substantial shareholder of the Company, holding 12.89% of the
Company's issued share capital prior to the Fundraise, and has
agreed to subscribe to the value of US$115,000. 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 4,299,454 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 Proposed 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 will be made for the admission of 87,503,183
Unconditional Subscription Shares to trading on AIM, the
Johannesburg Stock Exchange and the Australian Securities Exchange
with admission expected to take place on 5 July 2024.
Total voting
rights
Following the issue of the Unconditional
Subscription Shares, the Company's total issued share capital will
consist of 4,348,129,239 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 4,348,129,239.
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.
Mr Andre Baya,
CEO of Kore Potash said:
"We
are grateful for the continued and unwavering support of our
existing shareholders and the trust of new investors as we look to
progress the Kola Potash Project towards
EPC."
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: