REG - Kore Potash PLC - Fundraise of US$1m

Kore PotashAnnouncement

08/08/2023 08:00

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RNS Number : 6295I  Kore Potash PLC  08 August 2023

8 August 2023

 

KORE POTASH PLC

("Kore Potash" or "the Company")

Fundraise of US$1 million

 

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, which has raised US$ 0.8 million through the proposed issue of
 124,384,000 new ordinary shares of US$0.001 each in the company
("Subscription Shares") to certain eligible existing shareholders at a price
of  0.5 pence per share (the "Subscription Price") and the issue of
convertible loans by the Company with an aggregate value of US$ 0.2 million
("Convertible Loans") (collectively the "Fundraise").

 

The gross proceeds of the Fundraise of US$1 million will be used to further
advance work that is expected to lead to the delivery of an Engineering,
Procurement and Construction contract for the Kola Potash Project, as
announced earlier by the Company today 8 August 2023.

 

The Company's two largest shareholders, the Oman Investment Authority ("OIA")
and Sociedad Quimica y Minera ("SQM") will be offered the opportunity to
subscribe for new ordinary shares at the Subscription Price as is required
under their Investment Agreements with Kore Potash. OIA and SQM have up to 21
business days to inform the Company if they intend to subscribe and any such
participation will be deemed a related party transaction for the purposes of
AIM Rule 13 and ASX Listing Rule 10.11.3, and will accordingly require
relevant shareholder approvals.

 

Any participation by OIA and SQM would be in addition to funds raised via the
Fundraise and announced here.

 

Convertible Loans

David Hathorn, the Chairman of Kore Potash, has participated in the Fundraise,
by way of two Convertible Loans of US$0.1 million each, via two separate
trusts further details of which are set out below. A General Meeting will be
held in due course to seek approval of the conversion of the Convertible Loans
from both trusts which are associated with David Hathorn, a related party of
the Company, following which (if approved) 15,548,000 new ordinary shares of
US$0.001 each will be issued to each trust,  resulting in 31,096,000 new
ordinary shares being issued in aggregate ("Conversion Shares"). Each
Convertible Loan has a zero interest coupon, must be converted immediately
following the approval of shareholders at the General Meeting and is otherwise
repayable by the Company within three months from 24 July 2023, should
shareholders not approve the conversion.

 

Related party transactions

Harlequin Investments Ltd ("Harlequin") is a substantial shareholder of the
Company, holding 10.77% of the Company's issued share capital prior to the
Fundraise, and has agreed to subscribe for  31,096,000 Subscription Shares.
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 party noted
under ASX Listing Rule 10.11.

 

David Hathorn is a director of the Company and the issue of the Convertible
Loan and proposed conversion into the Conversion Shares in relation to the
trusts which are associated with him are deemed to be a related party
transactions 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.

 

Application for admission

The 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 has been made for the
admission of 124,384,000 Subscription Shares to trading on AIM, the
Johannesburg Stock Exchange and the Australian Securities Exchange with
admission expected to take place on 11 August 2023.

 

Total voting rights

Following the issue of the Subscription Shares, the Company's total issued
share capital will consist of  3,546,321,120 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 3,546,321,120.

 

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 Subscription Shares will be issued within the Company's existing ASX
Listing Rule 7.1 capacity.  Issue of the Conversion Shares remains subject to
shareholder approval under ASX Listing Rule 10.11.  The Company can confirm
that none of the Subscription Shares are being issued to a party noted in ASX
Listing Rule 10.11.

 

The Company did not use a broker or lead manager for the Fundraise.

 

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                                                Tel: +27 84 603 6238

 Brad Sampson - CEO

 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
 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                                    Issue of Convertible Loan, convertible into 15,548,000 ordinary shares of
                                                                  US$0.001 each.
 c)  Price(s) and volume(s)                                       Price: 0.5 pence

                                                                  Volume:  15,548,000
 d)  Aggregated information                                       Price:  0.5 pence

                                                                  Aggregated volume:31,096,000
 e)  Date of the transaction                                      2023-08-08
 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                                    Issue of Convertible Loan, convertible into 15,548,000ordinary shares of
                                                                  US$0.001 each.
 c)  Price(s) and volume(s)                                       Price:  0.5 pence

                                                                  Volume:  15,548,000
 d)  Aggregated information                                       Price: 0.5 pence

                                                                  Aggregated volume:31,096,000
 e)  Date of the transaction                                      2023-08-08
 f)  Place of the transaction                                     Outside a Trading Venue

 

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