REG - Kore Potash PLC - Fundraise of US$2.5 million

Kore PotashAnnouncement

31/10/2023 07:15

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RNS Number : 8361R  Kore Potash PLC  31 October 2023

31 October 2023

 

 

KORE POTASH PLC

("Kore Potash" or "the Company")

Fundraise of US$2.5 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 (the "Fundraise"), which has raised US$ 2.5 million through the
proposed issue of 542,250,000 new ordinary shares of US$0.001 each in the
Company ("Subscription Shares") to certain eligible existing shareholders at a
price of 0.38 pence per share the ("Subscription Price").

 

Highlights

·    Successful Fundraise of US$ 2.5 million via placement to existing
large shareholders.

·    Kore Potash Chairman participating with US$ 750,000 investment.

·    Proceeds will be used to advance work expected to lead to delivery of
an Engineering, Procurement and Construction ("EPC") contract for the Kola
Potash Project.

·    Company exploring options to facilitate broader shareholder base
investing on similar terms across the three stock exchanges.

·    No broking fees incurred on this fund raise.

 

Fundraise

 

The gross proceeds of the Fundraise will be used to further advance work that
is expected to lead to the delivery of an EPC contract for the Kola Potash
Project, as announced by the Company on 8 August 2023, and for working capital
for Kore Potash.

 

The Company has conditionally raised US$ 2.5 million through the proposed
issue of:

·    336,575,000 new ordinary shares of US$ 0.001 each in the Company (the
"Unconditional Subscription Shares") with existing shareholders 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

·    205,675,000 new ordinary shares of US$ 0.001 each in the Company (the
"Conditional Subscription Shares") conditionally placed with existing
shareholders at the Subscription Price (the "Conditional Subscription"),
(collectively, the "Fundraise").

 

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 Subscription Shares,
which will be sought at a general meeting of the Company, details of which
will be made available in due course.

 

David Hathorn, the Chairman of Kore Potash, has participated in the
Conditional Subscription, 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.
81,187,500 new ordinary shares of US$0.001 each in the Company will be issued
to each trust, resulting in 162,375,000 new ordinary shares being issued in
aggregate.  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.

 

The Company is currently also reviewing options to enable other shareholders
an opportunity to participate in a fundraise in the near future on all three
exchanges on which the Company is listed (Australian, London and
Johannesburg).

 

Related party transactions

Harlequin Investments Ltd ("Harlequin") is a substantial shareholder of the
Company, holding 11.17% of the Company's issued share capital prior to the
Fundraise, and has agreed to subscribe for   108,250,000 Unconditional
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
related party noted under ASX Listing Rule 10.11.

 

David Hathorn is a director of the Company and the proposed issue of
162,375,000 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
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
has been made for the admission of 336,575,000 Unconditional Subscription
Shares to trading on AIM, the Johannesburg Stock Exchange and the Australian
Securities Exchange with admission expected to take place on 7 November 2023.

 

Total voting rights

Following the issue of the Unconditional Subscription Shares, the Company's
total issued share capital will consist of 3,913,992,120 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 3,913,992,120.

 

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 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.

 

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

 Nick Elwes                                                Tel: +44 (0) 20 7920 3150

 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                                    Subscription for 81,187,500 ordinary shares of US$0.001 each subject to
                                                                  shareholder approval.
 c)  Price(s) and volume(s)                                       Price: 0.38 pence

                                                                  Volume:  81,187,500
 d)  Aggregated information                                       Price:  0.38 pence

                                                                  Aggregated volume 81,187,500
 e)  Date of the transaction                                      2023-10-31
 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 81,187,500 ordinary shares of US$0.001 each subject to
                                                                  shareholder approval.
 c)  Price(s) and volume(s)                                       Price: 0.38 pence

                                                                  Volume:  81,187,500
 d)  Aggregated information                                       Price:  0.38 pence

                                                                  Aggregated volume 81,187,500
 e)  Date of the transaction                                      2023-10-31
 f)  Place of the transaction                                     Outside a Trading Venue

 

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