THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR") AND THE SOUTH AFRICAN FINANCIAL MARKETS ACT 19 2012.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA AND NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY THE COMPANY FOR INFORMATION PURPOSES ONLY IN ACCORDANCE WITH ITS CONTINUOUS DISCLOSURE OBLIGATIONS UNDER APPLICABLE LAWS INCLUDING THE REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE AND THE AUSTRALIAN SECURITIES EXCHANGE.
For immediate release
12 April 2024
Kore Potash Plc
("Kore Potash" or the "Company")
Notice of General Meeting
Further to its announcements on 22 March 2024 and 28 March 2024 (the "Fundraising Announcements") regarding the outcome of a fundraise to raise US$680,000 in aggregate, of which US$530,000 was raised through the issue of 109,865,053 new ordinary shares in the Company ("Unconditional Subscription Shares") to certain eligible existing shareholders at a price of 0.38 pence per share (the "Subscription Price") and US$150,000 will be raised, conditional on the approval of the Company's shareholders ("Shareholders") at a general meeting of the Company, 31,093,883 new ordinary shares ("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 13 May 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 Fundraising Announcements, completion of the Fundraise 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 new ordinary shares ("New Shares").
David Hathorn, Chairman & Interim Chief Executive Officer ("CEO") of the Company participated in the Fundraise via two separate trusts of US$75,000 each, which, if approved at the General Meeting, will result in the issue of 31,093,883 New Shares of US$0.001 each in the Company.
Accordingly, the General Meeting is being held to seek shareholder approval of, amongst other matters, the issue of the 31,093,883 New Shares at an issue price of 0.38 pence (0.74 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 31,093,883 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 & Further Announcement of Fundraise | 22 March 2024 & 28 March 2024 |
| Admission of Unconditional Subscription Shares to trading on AIM | 4 April 2024 |
| Admission of Unconditional Subscription Shares to trading on JSE | 4 April 2024 |
| Quotation of Unconditional Subscription Shares on ASX | 4 April 2024 |
| Record date to determine which Shareholders on the JSE are entitled to receive the Circular | 5 April 2024 |
| Publication of the Circular | 12 April 2024 |
| Circular made available on the Company's website | 12 April 2024 |
| Last day to trade on the JSE in order to be eligible to attend and vote at the General Meeting | 6 May 2024 |
| Latest time and date for receipt of CDI Voting | 9 am (Perth time) on 8 May 2024 |
| Record date to determine which Shareholders on the JSE are entitled to attend and vote at the General Meeting | 9 May 2024 |
| Record date to determine which Shareholders on AIM are entitled to attend and vote at the General Meeting | 9 May 2024 |
| Latest time and date for receipt of Forms of Proxy | 10 am (UK time), on 9 May 2024 11 am (South African time) on 9 May 2024 |
| Time and date of the General Meeting | 10 am (UK time) / 11 am (South African time) / 5pm (Perth time) on 13 May 2024 |
| Announcement of the results of the General Meeting | on or around 13 May 2024 |
| Allotment and issue of the Conditional Subscription Shares | 16 May 2024 |
| Admission to trading on AIM of the Conditional Subscription Shares | 8:00 a.m. (London time) on 16 May 2024 |
| Admission to trading on the JSE of the Conditional Subscription Shares | 9:00 a.m. (South African time) on 16 May 2024 |
| Quotation of the Conditional Subscription Shares on ASX | 8:00 a.m. (Perth time) on 16 May 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:
Please pre-register at least 10 minutes before 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 David Hathorn, Chairman & Interim CEO Andrey Maruta, CFO | Tel: +44 (0) 20 3963 1776 |
| Tavistock Communications Nick Elwes Adam Baynes | Tel: +44 (0) 20 7920 3150 |
| SP Angel Corporate Finance - Nomad and 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.
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