21 September 2023
Kore Potash Plc
("Kore Potash" or the "Company")
Results of General Meeting
Conversion of Convertible Loan Notes and Issue of Shares
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 General Meeting ("GM") held earlier today were duly passed. The resolutions were all duly passed on a poll by the requisite majority.
The GM was held, inter alia, to approve the issue of 31,096,000 new ordinary shares of US$0.001 each in the Company ("Ordinary Shares") at 0.5p per Ordinary Share in line with the Company's fundraising announcement of 8 August 2023 ("Fundraise"). Application will be made for the Ordinary Shares to be admitted to trading which is expected to commence on or around 26 September 2023.
David Hathorn, the Chairman of Kore Potash, participated in the Fundraise via two separate trusts, for a total of 31,096,000 New Ordinary Shares for a total value of US$0.2 million. These shares will, be issued under ASX listing rule 10.11.1, having received the relevant shareholder approvals at today's GM.
The following statistics, as detailed in the attached Annexure A, are provided in respect of each resolution on the Agenda of Kore Potash plc's GM. Those defined terms not defined within this announcement will have the same meaning as that set in the announcement 21 August 2023.
Total voting rights
Following the issue of the 31,096,000 new Ordinary Shares, the Company's total issued share capital will consist of 3,577,417,120 Ordinary Shares. No shares are held in treasury. Accordingly, the total number of voting rights in the Company will be 3,577,417,120.
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.
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 3G - Notification of issue, conversion or payment up of equity +securities and Appendix 3Y - Change of Director's Interest Notice, with the ASX notifying of the issues.
This announcement has been approved for release by the Board. For further information, please visit www.korepotash.com or contact:
| Kore Potash Brad Sampson - CEO
| | Tel: +27 84 603 6238 |
| Tavistock Communications Nick Elwes Adam Baynes
| | Tel: +44 (0) 20 7920 3150 |
| SP Angel Corporate Finance - Nomad and Joint Broker Ewan Leggat Charlie Bouverat
| | 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 |
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 | FOR | DISCRETION | AGAINST | VOTES WITHHELD |
| |
|
| |||||||
| Resolution 1 - Authority to allot shares in connection with the Fundraise | 1,173,580,416 | 1,172,605,305 | 0 | 975,111 | 1,917,716 | | |
| Resolution 2 - Approval of securities issue to a Director under the Fundraising - David Hathorn as beneficiary of the Belle Terre and Stapleford Trusts | 1,173,519,616 | 1,172,474,305 | 0 | 1,045,311 | 1,978,516 | | |
| Resolution 3 - Approval of securities issue to SQM | 635,306,613 | 634,329,802 | 0 | 976,811 | 1,981,016 | | |
| Resolution 4 - Approval of securities issue to OIA | 1,173,517,116 | 1,172,540,305 | 0 | 976,811 | 1,981,016 | | |
| Resolution 5 - Ratification of issue of Subscription Shares | 687,945,192 | 686,967,581 | 0 | 977,611 | 1,980,216 | | |
| Resolution 6 - General approval to allot shares | 1,173,517,916 | 1,172,474,305 | 0 | 1,043,611 | 1,980,216 | | |
| Resolution 7 - Disapplication of pre-emption rights in connection with the Fundraise | 1,172,826,416 | 1,172,069,499 | 0 | 756,917 | 2,671,716 | | |
| Resolution 8 - Disapplication of pre-emption rights for general authority | 1,172,826,416 | 1,172,069,499 | 0 | 756,917 | 2,671,716 | |
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 | |
| 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
Identification code | Ordinary Shares of US$0.001 each
GB00BYP2QJ94 |
| b) | Nature of the transaction | Issue of 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:15,548,000 |
| e) | Date of the transaction | 21 September 2023 |
| f) | Place of the transaction | London Stock Exchange |
| 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 instrument, type of instrument
Identification code | Ordinary Shares of US$0.001 each
GB00BYP2QJ94 |
| b) | Nature of the transaction | Issue 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: 15,548,000 |
| e) | Date of the transaction | 21 September 2023 |
| f) | Place of the transaction | London Stock Exchange |
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
