REG - Kore Potash PLC - Fundraise of US$1,281,000

Kore PotashAnnouncement

01/07/2024 09:30

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RNS Number : 5712U  Kore Potash PLC  01 July 2024

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

 

 Kore Potash

 Andre Baya, CEO
 Andrey Maruta, CFO                                         Tel: +44 (0) 20 3963 1776
 Tavistock Communications

 Nick Elwes Josephine Clerkin                               Tel: +44 (0) 20 7920 3150
 SP Angel Corporate Finance - Nomad and Broker Ewan Leggat  Tel: +44 (0) 20 7470 0470

 Charlie Bouverat

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

 James Thomas
 Questco Corporate Advisory - JSE Sponsor Doné Hattingh     Tel: +27 (11) 011 9205

 

 

 

 

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

     Identification code

                                                                  GB00BYP2QJ94
 b)  Nature of the transaction                                    Subscription for 2,149,727 ordinary shares of US$0.001 each subject to
                                                                  shareholder approval.
 c)  Price(s) and volume(s)                                       Price: 1.1 pence

                                                                  Volume:  2,149,727
 d)  Aggregated information                                       Price:  1.1 pence

                                                                  Aggregated volume 2,149,727
 e)  Date of the transaction                                      28 June 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

     Identification code

                                                                  GB00BYP2QJ94
 b)  Nature of the transaction                                    Subscription for 2,149,727 ordinary shares of US$0.001 each subject to
                                                                  shareholder approval.
 c)  Price(s) and volume(s)                                       Price:  1.1 pence

                                                                  Aggregated volume 2,149,727
 d)  Aggregated information                                       Price:  1.1 pence

                                                                  Aggregated volume 2,149,727
 e)  Date of the transaction                                      28 June 2024
 f)  Place of the transaction                                     Outside a Trading Venue

 

 

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