REG - Kore Potash PLC - Notice of GM

Kore PotashAnnouncement

23/07/2024 07:00

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RNS Number : 3531X  Kore Potash PLC  23 July 2024

 

23 July 2024

Kore Potash Plc

("Kore Potash" or the "Company")

Notice of General Meeting

 

Further to the announcement on 1 July 2024 (the "Fundraising Announcement")
regarding the outcome of a fundraise to raise US$1,281,000 in aggregate, of
which US$1,221,000 was raised through the issue of 87,503,183 new ordinary
shares of US$0.001 each in the Company ("Unconditional Subscription Shares")
to certain eligible existing and new shareholders at a price of 1.1 pence per
share (the "Subscription Price") and US$60,000 which will be raised,
conditional on the approval of the Company's shareholders ("Shareholders") at
a general meeting of the Company,  to issue 4,299,454 new ordinary shares
US$0.001 each in the Company ("Conditional Subscription Shares") (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 23 August 2024 at 10am UK
time. A circular containing the formal notice of the General Meeting will
shortly be dispatched to the 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/)

As explained in the Company's announcement of 1 July 2024, completion of the
Conditional Subscription is subject to the Shareholders approving certain
resolutions (including for the purposes of ASX Listing Rules 7.1 and 10.11) to
authorize the issue of the Conditional Subscription Shares.

David Hathorn, Chairman of the Company participated in the Fundraise via two
separate trusts of US$30,000 each, which, if approved at the General Meeting,
will result in the issue of 4,299,454 new ordinary shares of US$0.001 each in
the Company ("New Shares").

Accordingly, the General Meeting is being held to seek shareholder approval
of, amongst other matters, the issue of the 4,299,454 New Shares at an issue
price of 1.1 pence (0.021 Australian cents) per New Share as described above
for Mr Hathorn.

 

Related party transaction

 

David Hathorn is a director of the Company and the proposed issue of 4,299,454
New 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.

 

The expected timetable of the upcoming principal events regarding the General Meeting and the Fundraise is as follows:

 

 Event                                                                           Date
 Announcement of Fundraise                                                       1 July 2024
 Admission of Subscription Shares to trading on AIM                              5 July 2024
 Admission of Subscription Shares to trading on JSE                              5 July 2024
 Quotation of Subscription Shares on ASX                                         5 July 2024
 Record date to determine which Shareholders on the JSE are entitled to receive  19 July 2024
 this Circular
 Publication of this Circular                                                    23 July 2024
 Last day to trade on the JSE in order to be eligible to attend and vote at the  16 August 2024
 General Meeting
 Latest time and date for receipt of CDI Voting                                  9 am (Perth, WA time) on

                                                                                 20 August 2024
 Record date to determine which Shareholders on the JSE are entitled to attend   21 August 2024
 and vote at the General Meeting
 Record date to determine which Shareholders on AIM are                          21 August 2024

 entitled to attend and vote at the General Meeting
 Latest time and date for receipt of Forms of Proxy                              10 am (UK time), on 21 August 2024

                                                                                 11 am (South African time) on

                                                                                 21 August 2024
 Time and date of the General Meeting                                            10 am (UK time) / 11 am (South African time) / 5pm (Perth, WA time)

                                                                                 on 23 August 2024
 Announcement of the results of the General Meeting                              on or around 23 August 2024
 Allotment and issue of the New Shares                                           28 August 2024
 Admission to trading on AIM of the New Shares                                   8:00 a.m. (London time) on

                                                                                 28 August 2024
 Admission to trading on the JSE of the New Shares                               9:00 a.m. (South African time) on

                                                                                 28 August 2024
 Quotation of the New Shares on ASX                                              8:00 a.m. (Perth, WA time) on

                                                                                 28 August 2024

 

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.

The General Meeting will be held at 107 Cheapside, Second Floor, London, EC2V
6DN 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 General Meeting via an electronic audio webcast. The Company is therefore
also offering Shareholders the option to participate in the Meeting remotely
via an electronic audio webcast:

 

To access the General Meeting remotely, please register via the link below,
which will then provide dial-in options:

https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNumber=8993911&linkSecurityString=24fe5e8bee
(https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNumber=8993911&linkSecurityString=24fe5e8bee)

Please pre-register at least 10 minutesbefore the beginning of the meeting.

 

If you have no internet access, the following numbers can also be used to dial
in:

South Africa - 011 535 3600

UK- 0 3333 001 418

Australia - 1 800 350 100

Other countries - +27 11 535 3600

 

Please dial in at least 5 minutes before the beginning of the meeting to allow
for registration on the phone.

 

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 authorized 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: +44 (0) 20 3963 1776

 Andre Baya, CEO

 Andrey Maruta, CFO
 Tavistock Communications                                         Tel: +44 (0) 20 7920 3150

 Nick Elwes

 Josephine Clerkin
 SP Angel Corporate Finance - Nomad and Joint 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                         Tel: +27 (11) 011 9205

 Doné Hattingh

 

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 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 which 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 Shares. 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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