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Fundraise of US$1,281,000
Kore Potash plc
(Incorporated in England and Wales)
Registration number 10933682
ASX share code: KP2
AIM share code: KP2
JSE share code: KP2
ISIN: GB00BYP2QJ94
("Kore Potash" or the "Company")
1 July 2024
Fundraise of US$1,281,000
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 (the "Fundraise"), which has raised approximately
US$1,281,000 through the proposed issue of 91,802,637 new ordinary shares of US$0.001 each in the
Company ("Subscription Shares") to certain existing shareholders as well as new institutional and high
net worth investors at a price of 1.1 pence per share ("Subscription Price").
The net proceeds from the Fundraise will be used to further advance the work that is expected to lead
to the signing of an EPC contract for the Kola Potash Project, as announced by the Company on 24 June
2024, and provide working capital for Kore Potash.
The Company has conditionally raised approximately US$1,281,000 through the proposed issue of:
• 87,503,183 new ordinary shares of US$0.001 each in the Company (the "Unconditional
Subscription Shares") with existing shareholders and new institutional and high net worth
investors at the Subscription Price (the "Unconditional Placing"). The Unconditional
Subscription Shares proposed to be issued pursuant to the Unconditional Placing will be issued
within the Company's existing ASX Listing Rule 7.1 capacity; and
• 4,299,454 new ordinary shares of US$0.001 each in the Company (the "Conditional
Subscription Shares") conditionally placed with David Hathorn, the Chairman of the Company
at the Subscription Price (the "Conditional Subscription").
Completion of the Conditional Subscription is subject to shareholder approval of certain resolutions
(including for the purposes of ASX Listing Rule 7.1 and ASX Listing Rule 10.11) to authorise the issue of
the Conditional Subscription Shares, which will be sought at a general meeting of the Company, details
of which will be made available in due course.
Chairman's participation in the Proposed Fundraise
David Hathorn, the Chairman of the Company intends to subscribe for 4,299,454 new Ordinary Shares
for a total consideration of US$60,000 via two separate trusts, the Belle Terre Trust and Stapleford Trust.
The trusts are associated with David Hathorn, a related party of the Company as defined by AIM Rule
13 and ASX Listing Rule 10.11.1, with 2,149,727 new ordinary Shares of US$0.001 in the Company being
issued to the Belle Terre Trust and 2,149,727 new ordinary Shares of US$0.001 in the Company being
issued to the Stapleford Trust, resulting in 4,299,454 new ordinary shares being issued in aggregate
("Subscription Shares").
Participation by the trusts will be deemed as a related party transaction for the purposes of AIM Rule
13 and ASX Listing Rule 10.11.1, and accordingly require relevant shareholder approvals at a General
Meeting, the details of which will be advised in due course.
Related party transactions
Harlequin Investments Ltd ("Harlequin") is a substantial shareholder of the Company, holding 12.89%
of the Company's issued share capital prior to the Fundraise, and has agreed to subscribe to the value
of US$115,000. 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 related party noted under ASX Listing Rule 10.11.
David Hathorn is a director of the Company and the proposed issue of 4,299,454 Conditional
Subscription 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 Proposed Fundraise are fair and
reasonable insofar as shareholders of the Company are concerned.
Application for admission
The Unconditional 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 will be made for the admission
of 87,503,183 Unconditional Subscription Shares to trading on AIM, the Johannesburg Stock Exchange
and the Australian Securities Exchange with admission expected to take place on 5 July 2024.
Total voting rights
Following the issue of the Unconditional Subscription Shares, the Company's total issued share capital
will consist of 4,348,129,239 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 4,348,129,239.
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 Unconditional Subscription Shares will be issued within the Company's existing ASX Listing Rule 7.1
capacity. Issue of the Conditional Subscription Shares remains subject to shareholder approval under
ASX Listing Rule 7.1 and 10.11. The Company can confirm that none of the Unconditional Subscription
Shares are being issued to a party noted in ASX Listing Rule 10.11.
Mr Andre Baya, CEO of Kore Potash said:
"We are grateful for the continued and unwavering support of our existing shareholders and the trust of
new investors as we look to progress the Kola Potash Project towards EPC."
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
Andre Baya, CEO
Andrey Maruta, CFO Tel: +44 (0) 20 3963 1776
Tavistock Communications
Nick Elwes
Josephine Tel: +44 (0) 20 7920 3150
Clerkin
SP Angel Corporate Finance - Nomad and Broker
Ewan Leggat
Tel: +44 (0) 20 7470 0470
Charlie Bouverat
Kasia Brzozowska
Shore Capital - Joint Broker
Toby Gibbs Tel: +44 (0) 20 7408 4050
James Thomas
Questco Corporate Advisory - JSE Sponsor
Doné Hattingh Tel: +27 (11) 011 9205
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
Identification code GB00BYP2QJ94
b) Nature of the transaction Subscription for 2,149,727 ordinary shares of US$0.001 each
subject to shareholder approval.
c) Price(s) and volume(s) Price: 1.1 pence
Volume: 2,149,727
d) Aggregated information Price: 1.1 pence
Aggregated volume 2,149,727
e) Date of the transaction 28 June 2024
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
Identification code GB00BYP2QJ94
b) Nature of the transaction Subscription for 2,149,727 ordinary shares of US$0.001 each
subject to shareholder approval.
c) Price(s) and volume(s) Price: 1.1 pence
Aggregated volume 2,149,727
d) Aggregated information Price: 1.1 pence
Aggregated volume 2,149,727
e) Date of the transaction 28 June 2024
f) Place of the transaction Outside a Trading Venue
Date: 01-07-2024 10:38:00
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