REG - Kore Potash PLC - Result of AGM

Kore PotashAnnouncement

11/06/2025 15:15

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RNS Number : 4504M  Kore Potash PLC  11 June 2025

11 June 2025

Kore Potash Plc

("Kore Potash" or the "Company")

 

Result of AGM, Issue of Options and Director Subscription

 

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 resolutions put to its Annual General
Meeting ("AGM") held earlier today on Wednesday 11 June 2025, were all duly
passed on a poll by the requisite majority.

 

PDMR Subscription

 

Further to the Company's announcements of 21 March and 2 April 2025 and
following the approval of shareholders at the AGM,  the Company will issue
22,644,928 ordinary Shares of US$0.001 in the Company ("Ordinary Shares") at a
price of 1.7 pence per new Ordinary Share for a total consideration of
c.US$0.5 million (c.£0.38 million) to Theseus (Guernsey) Limited as trustee
of two separate trusts, the Belle Terre Trust and Stapleford Trust (the "PDMR
Subscription"). 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., with
11,322,464 new Ordinary Share being issued to the Belle Terre Trust and
11,322,464 new Ordinary Shares being issued to the Stapleford Trust, resulting
in 22,644,928 new ordinary shares being issued in aggregate.

 

Admission and Total Voting Rights

 

Accordingly, application will be made for the 22,644,928 new Ordinary Shares
to be admitted to trading on AIM and application has also been made for such
shares to be admitted to trading on JSE Limited and ASX, which is expected to
commence on or around 17 June 2025, ("Admission"). On Admission, David Hathorn
will hold a beneficial interest in 395,746,326 Ordinary Shares representing
8.15 percent of the issued share capital of the Company.

 

Following Admission and the issue of the 22,644,928 new Ordinary Shares, the
Company's issued share capital will consist of 4,856,248,999 Ordinary Shares.
Accordingly, following Admission the total number of voting rights in the
Company will be 4,856,248,999. This figure may be used by shareholders 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
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

Issue of PDMR Options

Additionally, further to the Company's announcement of 22 April 2025 and
following receipt of shareholder approval at today's AGM, the Company has
issued 6,000,000 options over new Ordinary Shares under the Directors and
Executives Share Option Plan (the "DESOP") at an exercise price of 1.93 pence
with a life to expiry of 3 years from today's date to the following
directors:

 

 Name              Position                Number of shares subject to the options granted  Exercise  Price (pence)   Expiry Date
 David Hathorn     Chairman                2,000,000                                        1.93                      11 June 2028
 David Netherway   Non-Executive Director  2,000,000                                        1.93                      11 June 2028
 Jonathan Trollip  Non-Executive Director  2,000,000                                        1.93                      11 June 2028

 

Issue of PDMR Incentive Options

 

Following receipt of shareholder approval the Company has also issued
9,000,000 options over new Ordinary Shares under the DESOP exercisable at a
price of 2.2 pence per new Ordinary Share expiring on 9 June 2027 to David
Hathorn.

 

 Name           Position  Number of shares subject to the options granted  Exercise  Price (pence)   Expiry Date
 David Hathorn  Chairman  9,000,000                                         2.2                      9 June 2027

 

 

Resumption of Trading on the ASX

 

The Company also confirms that following the release of its announcement on 10
June 2025, shares in the Company resumed trading on the Australian Securities
Exchange ("ASX").

 

The following statistics, as detailed in Annexure A below, are provided in
respect of each resolution proposed at the meeting.

 

 

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

 SP Angel - Nomad and Joint Broker         Tel: +44 (0) 20 7470 0470
 Ewan Leggat

 Charlie Bouverat

 Grant Barker

 Shore Capital - Joint Broker              Tel: +44 (0) 20 7408 4050
 Toby Gibbs

 James Thomas
 Tavistock Communications                  Tel: +44 (0) 20 7920 3150
 Emily Moss

 Nick Elwes

 Questco Corporate Advisory - JSE Sponsor  Tel: +27 (63) 482 3802

 Doné Hattingh

 

 

 

The notification below, made in accordance with the requirements of the UK
Market Abuse Regulation, provides further detail.

Issue of PDMR Options

 

 1      Details of the person discharging managerial responsibilities / person closely
        associated
 a)     Name                                                         1.   David Hathorn

                                                                     2.   David Netherway

                                                                     3.   Jonathan Trollip
 2      Reason for the notification
 a)     Position/status                                              1.   Chairman

                                                                     2.   Non-Executive Director

                                                                     3.   Non-Executive Director
 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  Options over new Ordinary Shares

        Identification code                                          GB00BYP2QJ94

 b)     Nature of the transaction                                    Grant of options over new Ordinary Shares
 c)     Price(s) and volume(s)

                                                                                       Price(s)             Volume(s)
                                                                                       1.    1.93 pence     1.  2,000,000

                                                                                       2.    1.93 pence     2.  2,000,000

                                                                                       3.    1.93 pence     3.  2,000,000

 d)     Aggregated information                                       N/A

        - Aggregated volume                                          N/A

        - Price                                                      1.93 pence

 e)     Date of the transaction                                      11 June 2025
 f)     Place of the transaction                                     Outside of a trading venue

 

 

Issue of PDMR Incentive Options

 

 1      Details of the person discharging managerial responsibilities / person closely
        associated
 a)     Name                                                         1.   David Hathorn

 2      Reason for the notification
 a)     Position/status                                              1.   Chairman

 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  Options over new Ordinary Shares

        Identification code                                          GB00BYP2QJ94

 b)     Nature of the transaction                                    Grant of options over new Ordinary Shares
 c)     Price(s) and volume(s)

                                                                                       Price(s)            Volume(s)
                                                                                       1.    2.20 pence    1. 9,000,000

 d)     Aggregated information                                       N/A

        - Aggregated volume                                          N/A

        - Price                                                      2.20 pence

 e)     Date of the transaction                                      11 June 2025
 f)     Place of the transaction                                     Outside of a trading venue

 

ANNEXURE A:

In respect of each resolution the total number of votes exercisable by all
validly appointed proxies was as follows:

 RESOLUTION                                                                    TOTAL VOTES VALIDLY CAST                                         VOTES WITHHELD

                                                                                                         FOR            DISCRETION   AGAINST
 Resolution 1 - Receive the 2024 Annual Report                                 1,824,972,175             1,824,640,508  0            331,667    2,023,200
 Resolution 2 - Approval of Remuneration Report                                1,824,969,375             1,821,498,320  0            3,471,055  2,026,000
 Resolution 3 - Appointment of Auditors                                        1,825,000,375             1,824,668,708  0            331,667    1,995,000
 Resolution 4 - Authorise directors to determine the                           1,824,356,181             1,823,763,523  0            592,658    2,639,194

 remuneration of BDO LLP as the Company's auditors
 Resolution 5 - Re-appointment of David Hathorn as a Director                  1,824,828,675             1,821,543,787  0            3,284,888  2,166,700
 Resolution 6 - Re-appointment of David Netherway as a Director                1,824,873,675             1,824,542,008  0            331,667    2,121,700
 Resolution 7 - Re-appointment of Jonathan Trollip as a Director               1,824,873,675             1,821,285,663  0            3,588,012  2,121,700
 Resolution 8 - Re-appointment Wouter Pulinx as a Director                     1,824,873,675             1,821,330,663  0            3,543,012  2,121,700
 Resolution 9 - Appointment of Amit Mehta as a Director                        1,824,875,375             1,821,330,663  0            3,544,712  2,120,000
 Resolution 10 - Authority to Allot Shares in Connection with the Fundraise    1,824,873,875             1,824,227,717  0            646,158    2,121,500
 Resolution 11 - General authority to allot share                              1,824,873,875             1,820,163,305  0            4,710,570  2,121,500
 Resolution 12 - Approval of securities issue to Director under the Fundraise  1,824,873,875             1,824,215,317  0            658,558    2,121,500
 Resolution 13 - Ratification of issue of Placing and Subscription Shares      1,253,788,775             1,253,452,441  0            336,334    2,123,200
 Resolution 14 - Approval to issue incentive options to David Hathorn          1,824,354,681             1,820,579,975  0            3,774,706  2,640,694
 Resolution 15 - Approval to issue options to David Hathorn                    1,824,354,681             1,820,579,975  0            3,774,706  2,640,694
 Resolution 16 - Approval to issue options to David Netherway                  1,599,727,029             1,595,951,223  0            3,775,806  218,731,912
 Resolution 17 - Approval to issue options to Jonathan Trollip                 1,817,078,385             1,813,302,579  0            3,775,806  2,640,694
 Resolution 18 - Disapplication of pre-emption rights in connection with the   1,823,721,981             1,819,023,593  0            4,698,388  3,273,394
 Fundraise
 Resolution 19 Disapplication of pre-emption rights for general authority      1,822,723,681             1,817,978,593  0            4,745,088  4,271,694

 

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