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Notice of General Meeting
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")
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
23 July 2024
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 19 July 2024
entitled to receive this Circular
Publication of this Circular 23 July 2024
Last day to trade on the JSE in order to be eligible to attend and 16 August 2024
vote at the General Meeting
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 21 August 2024
entitled to attend and vote at the General Meeting
Record date to determine which Shareholders on AIM are 21 August 2024
entitled to attend and vote at the General Meeting
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&linkSec
urityString=24fe5e8bee
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 Tel: +44 (0) 20 3963 1776
Andre Baya, CEO
Andrey Maruta, CFO
Tavistock Communications Tel: +44 (0) 20 7920 3150
Nick Elwes
Josephine Clerkin
SP Angel Corporate Finance - Nomad and Joint 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 Tel: +27 (11) 011 9205
Doné Hattingh
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.
Date: 23-07-2024 08:00:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
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