7 December 2023
Kore Potash Plc
("Kore Potash" or the "Company")
Results of General Meeting
Issue of Shares
Kore Potash, 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 205,675,000 new ordinary shares of US$0.001 each in the Company ("Ordinary Shares") at 0.38p per Ordinary Share in line with the Company's fundraising announcement of 31 October 2023 ("Fundraise"). Application will be made for the Ordinary Shares to be admitted to trading which is expected to commence on or around 14 December 2023, ("Admission").
David Hathorn, the Chairman and Interim CEO of Kore Potash, participated in the Fundraise for a total of 162,375,000 New Ordinary Shares for a total value of US$750,000. These shares will be issued under ASX listing rule 10.11.1, having received the relevant shareholder approvals at today's GM.
On Admission, David Hathorn will hold a beneficial interest in 337,708,061 Ordinary Shares representing 8.2 per cent. of the issued share capital of the Company.
The following statistics, as detailed in the attached Annexure A, are provided in respect of each resolution on the Agenda of Kore Potash GM. Those defined terms not defined within this announcement will have the same meaning as that set in the announcement dated 31 October 2023.
Total voting rights
Following the issue of the 205,675,000 new Ordinary Shares, the Company's total issued share capital will consist of 4,119,667,120 Ordinary Shares. No shares are held in treasury. Accordingly, the total number of voting rights in the Company will be 4,119,667,120.
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 David Hathorn - Chairman & Interim 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
| 1,515,238,882 | 1,513,584,335 | 0 | 1,654,547 | 277,064 |
| Resolution 2 - Approval of securities issue to Non-Affiliated Investors under the Fundraise | 1,515,238,882 | 1,512,926,211 | 0 | 2,312,671 | 277,064 |
| Resolution 3 - Approval of securities issue to Director under the Fundraise - David Hathorn as beneficiary of the Belle Terre and Stapleford Trusts
| 1,515,121,072 | 1,513,415,161 | 0 | 1,705,911 | 394,874 |
| Resolution 4 - Ratification of issue of Unconditional Subscription Shares
| 775,990,435 | 773,985,888 | 0 | 2,004,547 | 284,274 |
| Resolution 5 - General approval to allot shares
| 1,515,234,072 | 1,513,629,525 | 0 | 1,604,547 | 281,874 |
| Resolution 6 - Disapplication of pre-emption rights in connection with the Fundraise
| 1,513,673,305 | 1,512,307,394 | 0 | 1,365,911 | 1,842,641 |
| Resolution 7 - Disapplication of pre-emption rights for general authority
| 1,513,673,305 | 1,512,265,394 | 0 | 1,407,911 | 1,842,641 |
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 81,187,500 ordinary shares of US$0.001 each. |
| c) | Price(s) and volume(s) | Price: 0.38 pence Volume: 81,187,500 |
| d) | Aggregated information | Price: 0.38 pence Aggregated volume: 81,187,500 |
| e) | Date of the transaction | 7 December 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 81,187,500 ordinary shares of US$0.001 each. |
| c) | Price(s) and volume(s) | Price: 0.38 pence Volume: 81,187,500 |
| d) | Aggregated information | Price: 0.38 pence Aggregated volume: 81,187,500 |
| e) | Date of the transaction | 7 December 2023 |
| f) | Place of the transaction | London Stock Exchange |
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