REG - Kore Potash PLC - Fundraise – CLN Conversion & Chair Participation

Kore PotashAnnouncement

28/03/2024 07:15

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RNS Number : 6704I  Kore Potash PLC  28 March 2024

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
(http://www.korepotash.com/) or contact:

 

 Kore Potash                                                Tel: +44 (0) 20 3963 1776

 David Hathorn - Chairman & Interim CEO

 Andrey Maruta - CFO

 Tavistock Communications                                   Tel: +44 (0) 20 7920 3150

 Nick Elwes

 Adam Baynes
 SP Angel Corporate Finance - Nomad and Broker Ewan Leggat  Tel: +44 (0) 20 7470 0470

 Charlie Bouverat

 Kasia Brzozowska
 Shore Capital - Joint Broker                               Tel: +44 (0) 20 7408 4050

 Toby Gibbs

 James Thomas
 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 instrument, type of instrument  Ordinary Shares of US$0.001 each GB00BYP2QJ94

     Identification code
 b)  Nature of the transaction                                    Subscription for 15,546,942 ordinary shares of US$0.001 each subject to
                                                                  shareholder approval.
 c)  Price(s) and volume(s)                                       Price: 0.38 pence

                                                                  Volume: 15,546,942
 d)  Aggregated information                                       Price: 0.38 pence

                                                                  Aggregated volume 15,546,942
 e)  Date of the transaction                                      28-03-2024
 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 instrument, type of instrument  Ordinary Shares of US$0.001 each GB00BYP2QJ94

     Identification code
 b)  Nature of the transaction                                    Subscription for 15,546,941 ordinary shares of US$0.001 each subject to
                                                                  shareholder approval.
 c)  Price(s) and volume(s)                                       Price: 0.38 pence

                                                                  Volume: 15,546,941
 d)  Aggregated information                                       Price: 0.38 pence

                                                                  Aggregated volume 15,546,941
 e)  Date of the transaction                                      28-03-2024
 f)  Place of the transaction                                     Outside a Trading Venue

 

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