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.
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 this
Circular
|
19 July
2024
|
|
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 General
Meeting
|
16 August
2024
|
|
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 and vote at the
General Meeting
|
21 August
2024
|
|
Record date to determine which
Shareholders on AIM are
entitled to attend and vote at the
General Meeting
|
21 August
2024
|
|
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
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 or
contact:
|
Kore Potash
Andre Baya, CEO
Andrey Maruta, CFO
|
Tel: +44 (0) 20 3963 1776
|
|
Tavistock Communications
Nick Elwes
Josephine Clerkin
|
Tel: +44 (0) 20 7920 3150
|
|
SP
Angel Corporate Finance - Nomad and
Joint Broker Ewan Leggat
Charlie Bouverat
Kasia Brzozowska
|
Tel: +44 (0)
20 7470 0470
|
|
Shore Capital - Joint Broker
Toby Gibbs
James Thomas
|
Tel: +44 (0) 20 7408 4050
|
|
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 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.