| Mon 6 Nov 2023, 9:00 | | KORE POTASH PLC - Notice of General Meeting |
|
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 (INCLUDING THE APPENDIX) 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
6 November 2023
Notice of General Meeting
Further to its announcement (the "Fundraising Announcement"), at 7.00am (UK time) on 31 October 2023
regarding the outcome of a share subscription to raise US$2.5 million through the issue of 336,575,000 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 conditional on the approval
of shareholders at a general meeting of the Company, 205,675,000 new ordinary shares placed with existing
shareholders at the Subscription Price ("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 7 December 2023 at 10am UK time. A circular containing the
formal notice of meeting is being dispatched to the Company's 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 Announcement, completion of the Fundraise is subject to the Company's
shareholders approving certain resolutions (including for the purposes of ASX Listing Rules 7.1 and 10.11) to
authorise the issue of new ordinary shares ("New Shares").
David Hathorn, Chairman of the Company participated in the Fundraise via two separate trusts of US$0.375
million each, which, if approved at the General Meeting, will result in the issue of 162,375,000 new ordinary
shares of US$0.001 each in the Company.
The General Meeting is being held to seek approval of the shares to be issued to both trusts which are
associated with David Hathorn.
Accordingly, the General Meeting is being held to seek shareholder approval of, amongst other matters, the
issue of the 162,375,000 New Shares at an issue price of 0.38 pence (0.72 Australian cents) per New Share
as described above for Mr Hathorn.
The expected timetable of the upcoming principal events regarding the General Meeting and the
Fundraise is as follows:
Event Date
Record date to determine which Shareholders on the JSE 27 October 2023
are entitled to receive this Circular
Announcement of Fundraise 31 October2023
Circular made available on the Company's website 6 November 2023
Admission of Unconditional Subscription Shares to trading on 7 November 2023
AIM
Admission of Unconditional Subscription Shares to trading 7 November 2023
on JSE
Quotation of Unconditional Subscription Shares on ASX 7 November 2023
Publication of this Circular 8 November 2023
Last day to trade on the JSE in order to be eligible to attend 28 November 2023
and vote at the General Meeting
Latest time and date for receipt of CDI Voting 5 pm (Perth time) on 1 December
2023
Record date to determine which Shareholders on the JSE 1 December 2023
are entitled to attend and vote at the General Meeting
Record date to determine which Shareholders on AIM are 1 December 2023
entitled to attend and vote at the General Meeting
Latest time and date for receipt of Forms of Proxy 10 am (UK time), on 5 December 2023
12 pm (South African time) on 5
December 2023
Time and date of the General Meeting 10 am (UK time) / 12 pm (South
African time) / 6pm (Perth time) on 7
December 2023
Announcement of the results of the General Meeting on or around 7 December 2023
Allotment and issue of the Conditional Subscription Shares 14 December 2023
Admission to trading on AIM of the Conditional 8:00 a.m. (London time) on 14
Subscription Shares December 2023
Admission to trading on the JSE of the Conditional 9:00 a.m. (South African time) on 14
Subscription Shares December 2023
Quotation of the Conditional Subscription Shares on ASX 8:00 a.m. (Perth time) on 14
December 2023
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.
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.
The General Meeting will be held at the offices of our solicitors, RBG Legal Services Limited, trading as Memery
Crystal, 165 Fleet Street, London EC4A 2DYand 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 Meeting via an electronic
audio webcast. The Company is therefore also offering Shareholders the option to participate in the Meeting
remotely via the 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=48505
86&linkSecurityString=ce0846904
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 authorised for release by the Board of Directors.
ENDS
For further information, please visit www.korepotash.com or contact:
Kore Potash Tel: +27 84 603 6238
Brad Sampson - CEO
Tavistock Communications Tel: +44 (0) 20 7920 3150
Nick Elwes
Adam Baynes
SP Angel Corporate Finance - Nomad and Broker Tel: +44 (0) 20 7470 0470
Ewan Leggat
Charlie Bouverat
Shore Capital - Joint Broker Tel: +44 (0) 20 7408 4050
Toby Gibbs
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 Ordinary 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 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 ordinary shares. Any investment decision
to buy new ordinary shares in the Placing must be made on the basis of the terms and conditions set out
in the Appendix to this announcement. 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: 06-11-2023 09:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.