TIDMKP2
RNS Number : 6295I
Kore Potash PLC
08 August 2023
8 August 2023
KORE POTASH PLC
("Kore Potash" or "the Company")
Fundraise of US$1 million
Kore Potash plc, the potash development company with 97%
ownership of the Kola and DX Potash Projects in the Sintoukola
Basin, located in the Republic of Congo, is pleased to announce the
successful completion of a share subscription, which has raised US$
0.8 million through the proposed issue of 124,384,000 new ordinary
shares of US$0.001 each in the company ("Subscription Shares") to
certain eligible existing shareholders at a price of 0.5 pence per
share (the "Subscription Price") and the issue of convertible loans
by the Company with an aggregate value of US$ 0.2 million
("Convertible Loans") (collectively the "Fundraise").
The gross proceeds of the Fundraise of US$1 million will be used
to further advance work that is expected to lead to the delivery of
an Engineering, Procurement and Construction contract for the Kola
Potash Project, as announced earlier by the Company today 8 August
2023.
The Company's two largest shareholders, the Oman Investment
Authority ("OIA") and Sociedad Quimica y Minera ("SQM") will be
offered the opportunity to subscribe for new ordinary shares at the
Subscription Price 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, and will accordingly require
relevant shareholder approvals.
Any participation by OIA and SQM would be in addition to funds
raised via the Fundraise and announced here.
Convertible Loans
David Hathorn, the Chairman of Kore Potash, has participated in
the Fundraise, by way of two Convertible Loans of US$0.1 million
each, via two separate trusts further details of which are set out
below. A General Meeting will be held in due course to seek
approval of the conversion of the Convertible Loans from both
trusts which are associated with David Hathorn, a related party of
the Company, following which (if approved) 15,548,000 new ordinary
shares of US$0.001 each will be issued to each trust, resulting in
31,096,000 new ordinary shares being issued in aggregate
("Conversion Shares"). Each Convertible Loan has a zero interest
coupon, must be converted immediately following the approval of
shareholders at the General Meeting and is otherwise repayable by
the Company within three months from 24 July 2023, should
shareholders not approve the conversion.
Related party transactions
Harlequin Investments Ltd ("Harlequin") is a substantial
shareholder of the Company, holding 10.77% of the Company's issued
share capital prior to the Fundraise, and has agreed to subscribe
for 31,096,000 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 party noted under ASX Listing Rule
10.11.
David Hathorn is a director of the Company and the issue of the
Convertible Loan and proposed conversion into the Conversion Shares
in relation to the trusts which are associated with him are deemed
to be a related party transactions 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 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 124,384,000 Subscription Shares to trading on AIM, the
Johannesburg Stock Exchange and the Australian Securities Exchange
with admission expected to take place on 11 August 2023.
Total voting rights
Following the issue of the Subscription Shares, the Company's
total issued share capital will consist of 3,546,321,120 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 3,546,321,120.
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 Subscription Shares will be issued within the Company's
existing ASX Listing Rule 7.1 capacity. Issue of the Conversion
Shares remains subject to shareholder approval under ASX Listing
Rule 10.11. The Company can confirm that none of the 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 or
contact:
Kore Potash Tel: +27 84 603 6238
Brad Sampson - CEO
Tavistock Communications Tel: +44 (0) 20 7920
Nick Elwes 3150
Adam Baynes
SP Angel Corporate Finance - Nomad Tel: +44 (0) 20 7470
and Broker Ewan Leggat 0470
Charlie Bouverat
Shore Capital - Joint Broker Toby Tel: +44 (0) 20 7408
Gibbs 4050
James Thomas
Questco Corporate Advisory - JSE Tel: +27 (11) 011 9205
Sponsor Doné Hattingh
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 Ordinary Shares of US$0.001 each
instrument, type of
instrument
GB00BYP2QJ94
Identification code
------------------------------- ---------------------------------------
b) Nature of the transaction Issue of Convertible Loan, convertible
into 15,548,000 ordinary shares of
US$0.001 each.
------------------------------- ---------------------------------------
c) Price(s) and volume(s) Price: 0.5 pence
Volume: 15,548,000
------------------------------- ---------------------------------------
d) Aggregated information Price: 0.5 pence
Aggregated volume:31,096,000
------------------------------- ---------------------------------------
e) Date of the transaction 2023-08-08
------------------------------- ---------------------------------------
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 Ordinary Shares of US$0.001 each
instrument, type of
instrument
GB00BYP2QJ94
Identification code
------------------------------- --------------------------------------------
b) Nature of the transaction Issue of Convertible Loan, convertible
into 15,548,000ordinary shares of US$0.001
each.
------------------------------- --------------------------------------------
c) Price(s) and volume(s) Price: 0.5 pence
Volume: 15,548,000
------------------------------- --------------------------------------------
d) Aggregated information Price: 0.5 pence
Aggregated volume:31,096,000
------------------------------- --------------------------------------------
e) Date of the transaction 2023-08-08
------------------------------- --------------------------------------------
f) Place of the transaction Outside a Trading Venue
------------------------------- --------------------------------------------
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END
MSCSSESMAEDSEIA
(END) Dow Jones Newswires
August 08, 2023 02:56 ET (06:56 GMT)
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