REG - Kore Potash PLC - Fundraise of US$ 530,000

Kore PotashAnnouncement

22/03/2024 07:00

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RNS Number : 9373H  Kore Potash PLC  22 March 2024

22 March 2024

 

KORE POTASH PLC

("Kore Potash" or "the Company")

Fundraise of US$ 530,000

 

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 that the Company has issued five separate
Convertible Loan Notes ("CLNs") in the Company with an aggregate value of US$
530,000 (the "Fundraise"). The CLNs have a proposed Drawdown date of 22 March
2024.

 

The net proceeds from the CLNs will be used to further advance work that is
expected to lead to the signing of an EPC contract for the Kola Potash
Project, as announced by the Company on 9 February 2024, and provide working
capital for Kore Potash.

CLNs

The Company is raising US$ 530,000 by way of the issue of five separate CLNs.  Each Convertible Loan has a zero interest coupon and is convertible into 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 and will be converted immediately after publication of the 2023 Annual Report which the Company expects to publish on or about 28 March 2024.
Subject to the conversion of the CLNs the Company will issue 109,865,053 new Ordinary Shares in the Company. The conversion of the CLNs into shares is subject to and conditional upon the publication of the Company's Annual Report. Only upon the occurrence of an Event of Default the Lenders may, for so long as the Event of Default is continuing, by written notice to the Company declare the Outstanding Moneys to be immediately due and payable to the Lenders without the need for any further demand or notice to be given. There are no broking fees incurred in respect of this Fundraise.
Chairman's intentions

Kore Potash is currently in a close period that restricts Directors and senior
management from trading in the Company's shares pending the notification of
the audited results for the year ended 31 December 2023 ("Results"), which are
expected to be notified on or about 28 March 2024. Subject to any regulatory
requirements, it is the intention of David Hathorn, Chairman, to subscribe for
new ordinary shares of the Company for a consideration of US$ 150,000 as soon
as practicable following the notification of the Results on the same terms as
the Fundraise. A further announcement will be made in relation to any
subscription by David Hathorn in due course.

 
Related party transactions

Harlequin Investments Ltd ("Harlequin") is a substantial shareholder of the
Company, holding 12.33% of the Company's issued share capital prior to the
Fundraise, and has agreed to subscribe for CLNS to the value of US$ 200,000,
which will convert into 41,458,510 new Ordinary Shares, upon publication of
the Company's Annual Report. 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.

 

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

 David Hathorn - Chairman & Interim CEO
 Andrey Maruta - CFO                                       Tel: +44 (0) 20 3963 1776
 Tavistock Communications

 Nick Elwes Adam Baynes                                    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

 

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