REG - Kore Potash PLC - Notice of General Meeting

Kore PotashAnnouncement

21/08/2023 07:15

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RNS Number : 9036J  Kore Potash PLC  21 August 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR") AND
THE SOUTH AFRICAN FINANCIAL MARKETS ACT 19 2012.

 

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
CANADA, JAPAN, NEW ZEALAND, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING
OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE
BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS
AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE
UNITED STATES OF AMERICA.

 

 

THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY THE COMPANY FOR
INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS CONTINUOUS DISCLOSURE
OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING THE REQUIREMENTS OF THE
JOHANNESBURG STOCK EXCHANGE AND THE AUSTRALIAN SECURITIES EXCHANGE.

 

For immediate release
 

21 August 2023

 

 

Kore Potash Plc

("Kore Potash" or the "Company")

Notice of General Meeting

 

Further to the Company's announcement (the "Fundraising Announcement"), at
7.56am (UK time) on 8 August 2023 confirming it had raised US$0.8 million
through the 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 US$0.2m through
the issue of convertible loans ("Convertible Loans") (collectively the
"Fundraise") regarding the outcome of a Share Subscription to raise US$1
million through the issue of new ordinary shares in the Company (the
"Fundraise"), Kore Potash, the potash exploration and development company
whose flagship asset is the 97%-owned Sintoukola Potash Project located within
the Republic of Congo, today announces that it will be holding a general
meeting of shareholders (the "General Meeting") on 21 September 2023 at 10am
UK time. A circular containing the formal notice of meeting will be dispatched
shortly to the Company's shareholders (the "Circular").

 

Full details of the General Meeting and each of the resolutions to be put
before the meeting can be found in the Circular which will be available at
www.korepotash.com (http://www.korepotash.com) or via the following
link: http://www.rns-pdf.londonstockexchange.com/rns/9036J_1-2023-8-21.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/9036J_1-2023-8-21.pdf)

 

As explained in the Fundraising Announcement, completion of the Fundraise is
subject to the Company's shareholders approving certain resolutions (including
for the purposes of ASX Listing Rules 10.11) to authorise the issue of new
ordinary shares ("New Shares").

 

 

David Hathorn, Chairman of the Company participated in the Fundraise via two
convertible loans of US$0.1 million each, which, if converted, will result in
the issue of resulting in a total of 31,096,000 new ordinary shares of
US$0.001 each in the Company, (the "Convertible Loans").

 

The General Meeting is being held to seek approval of the conversion of the
Convertible Loans from both trusts which are associated with David Hathorn.

 

The Company's two largest shareholders, the Oman Investment Authority ("OIA")
and Sociedad Quimica y Minera ("SQM") were offered the opportunity to
subscribe for new shares on 8 August 2023 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.  Any participation by OIA and SQM
would be in addition to funds raised via the Fundraise.

 

Accordingly, the General Meeting is being held to seek shareholder approval
of, amongst other matters, the issue of up to 115,076,284 New Shares at an
issue price of 0.5p (0.97 Australian cents) per New Share as described above
for Mr Hathorn, OIA and SQM.

 

The expected timetable of the upcoming principal events regarding the General Meeting and the Fundraise is as follows:
 
 Event                                                                                                                                                                          Date
 Announcement of Fundraise                                                                                                                                                      8 August 2023
 Admission of Subscription Shares to trading on AIM                                                                                                                             11 August 2023
 Admission of Subscription Shares to trading on JSE                                                                                                                             11 August 2023
 Quotation of Subscription Shares on ASX                                                                                                                                        11 August 2023
 Record date to determine which Shareholders on the JSE are entitled to receive                                                                                                 11 August 2023
 this Circular
 Publication of this Circular (and made available on the Company's website)                                                                                                     21 August 2023
 Last day to trade on the JSE in order to be eligible to attend and vote at the                                                                                                 12 September 2023
 General Meeting
 Latest time and date for receipt of CDI Voting                                                                                                                                 5 pm (Perth time) on 15 September 2023
 Record date to determine which Shareholders on the JSE are entitled to attend                                                                                                  15 September 2023
 and vote at the General Meeting
 Record date to determine which Shareholders on AIM are entitled to attend and                                                                                                  18 September 2023
 vote at the General Meeting
 Latest time and date for receipt of Forms of Proxy                                                                                                                             10 am (UK time), on 19 September 2023 11 am (South African time) on 19
                                                                                                                                                                                September 2023
 Time and date of the General Meeting                                                                                                                                           10 am (UK time) / 11 am (South African time) / 5pm (Perth time) on 21
                                                                                                                                                                                September 2023
 Announcement of the results of the General Meeting                                                                                                                             on or around 21 September 2023
 Allotment and issue of the Conversion Shares and Additional Shares                                                                                                             26 September 2023
 Admission to trading on AIM of the Conversion Shares and Additional                                                                                                            8:00 a.m. (London time) on 26 September 2023
 Shares

 Admission to trading on the JSE of the Conversion Shares and Additional Shares                                                                                                 9:00 a.m. (South African time) on 26 September 2023
 Quotation of the Conversion Shares and Additional Shares on ASX                                                                                                                8:00 a.m. (Perth time) on 26 September 2023

 

Each of the times and dates in the above expected timetable may be subject to
change, in which event details of the new times and dates will be notified,
where appropriate, by means of an announcement through a Regulatory
Information Service.

 

Full details of the General Meeting and each of the resolutions to be put
before the meeting can be found in the Circular which will be available at
www.korepotash.com. (http://www.korepotash.com/)

 

The General Meeting will be held at the offices of our solicitors, Memery
Crystal LLP, 165 Fleet Street, London EC4A 2DY and in order to reduce travel
costs, it is likely that a limited number of Directors, if any, will be
present at the venue, although most will dial-in to the Meeting via an
electronic audio webcast. The Company will therefore also offer Shareholders
the option to participate in the Meeting remotely via the electronic audio
webscast.

 

The Company strongly encourages all Shareholders to submit a proxy vote in
advance of the General Meeting, appointing the Chairman of the General Meeting
as their proxy rather than a named person.

 

This announcement has been authorised for release by the Board of Directors.

 

 

ENDS

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

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.

 

Important Notices

This announcement is for information purposes only and shall not constitute an
offer to buy, sell, issue, or subscribe for, or the solicitation of an offer
to buy, sell, issue, or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

The distribution of this announcement and the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company that would permit an offering of such shares or
possession or distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this announcement
comes are required by the Company to inform themselves about, and to observe
such restrictions.

This announcement does not constitute an offer to sell or an invitation to
subscribe for, or solicitation of an offer to subscribe for or buy any
ordinary shares or other securities of the Company to any person in Australia.
This announcement is not, and does not purport to be, a document containing
disclosures to investors for the purposes of Part 6D.2 of the Australian
Corporations Act 2001 (Cth) and will not be filed with and has not been
reviewed or approved by the Australian Securities and Investments Commission.

This announcement contains no "offer to the public" and does not constitute a
"registered prospectus" as such expressions are defined in Chapter 4 of the
South African Companies Act. This announcement does not constitute a
pre-listing statement prepared in accordance with the Johannesburg Stock
Exchange Listings Requirements.

This announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by SP Angel Corporate Finance LLP, nor any of their affiliates or
agents (or any of their respective directors, officers, employees or advisers)
for the contents of this announcement, or any other written or oral
information made available to or publicly available to any interested party or
its advisers, or any other statement made or purported to be made by or on
behalf of  SP Angel Corporate Finance LLP or any of their affiliates in
connection with the Company or the Fundraise and any responsibility therefor
is expressly disclaimed. No representation or warranty, express or implied, is
or will be made as to, or in relation to, and no responsibility or liability
is or will be accepted by SP Angel Corporate Finance LLP or any of their
affiliates, agents, directors, officers or employees as to, or in relation to,
the accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

Further notices

SP Angel Corporate Finance LLP is regulated by the Financial Conduct Authority
("FCA"), is acting exclusively for the Company as its nominated adviser for
the purpose of the AIM Rules and no one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to the customers of SP
Angel Corporate Finance LLP or for providing advice in relation to the matters
described in this announcement.

No statement in this announcement is intended to be a profit forecast or
estimate, and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

This announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the new ordinary shares. Any investment decision to buy new
ordinary shares in the Placing must be made on the basis of the terms and
conditions set out in the Appendix to this announcement. The price of ordinary
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

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