t
| Date | 21 Aug 2023 |
| Time | 07:04:29 |
| Category | AGMs and other meetings |
| ID | 9036J |
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.
21 August 2023
Kore Potash Plc
("Kore Potash" or the "Company")
Notice of General Meeting
Further to the Company's announcement (the "Fundraising Announcement"), at 7.56am (UK time) on 8 August 2023 confirming it had raised US$0.8 million through the issue of 124,384,000 new ordinary shares of US$0.001 each in the Company ("Subscription Shares") to certain eligible existing shareholders at a price of 0.5 pence per share (the "Subscription Price") and US$0.2m through the issue of convertible loans ("Convertible Loans") (collectively the "Fundraise") regarding the outcome of a Share Subscription to raise US$1 million through the issue of new ordinary shares in the Company (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 21 September 2023 at 10am UK time. A circular containing the formal notice of meeting will be dispatched shortly 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 or via the following link: http://www.rns-pdf.londonstockexchange.com/rns/9036J_1-2023-8-21.pdf
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 10.11) to authorise the issue of new ordinary shares ("New Shares").
David Hathorn, Chairman of the Company participated in the Fundraise via two convertible loans of US$0.1 million each, which, if converted, will result in the issue of resulting in a total of 31,096,000 new ordinary shares of US$0.001 each in the Company, (the "Convertible Loans").
The General Meeting is being held to seek approval of the conversion of the Convertible Loans from both trusts which are associated with David Hathorn.
The Company's two largest shareholders, the Oman Investment Authority ("OIA") and Sociedad Quimica y Minera ("SQM") were offered the opportunity to subscribe for new shares on 8 August 2023 as is required under their Investment Agreements with Kore Potash. OIA and SQM have up to 21 business days to inform the Company if they intend to subscribe and any such participation will be deemed a related party transaction for the purposes of AIM Rule 13 and ASX Listing Rule 10.11.3. Any participation by OIA and SQM would be in addition to funds raised via the Fundraise.
Accordingly, the General Meeting is being held to seek shareholder approval of, amongst other matters, the issue of up to 115,076,284 New Shares at an issue price of 0.5p (0.97 Australian cents) per New Share as described above for Mr Hathorn, OIA and SQM.
|
Event |
Date |
|
Announcement of Fundraise |
8 August 2023 |
|
Admission of Subscription Shares to trading on AIM |
11 August 2023 |
|
Admission of Subscription Shares to trading on JSE |
11 August 2023 |
|
Quotation of Subscription Shares on ASX |
11 August 2023 |
|
Record date to determine which Shareholders on the JSE are entitled to receive this Circular |
11 August 2023 |
|
Publication of this Circular (and made available on the Company's website) |
21 August 2023 |
|
Last day to trade on the JSE in order to be eligible to attend and vote at the General Meeting |
12 September 2023 |
|
Latest time and date for receipt of CDI Voting |
5 pm (Perth time) on 15 September 2023 |
|
Record date to determine which Shareholders on the JSE are entitled to attend and vote at the General Meeting |
15 September 2023 |
|
Record date to determine which Shareholders on AIM are entitled to attend and vote at the General Meeting |
18 September 2023 |
|
Latest time and date for receipt of Forms of Proxy |
10 am (UK time), on 19 September 2023 11 am (South African time) on 19 September 2023 |
|
Time and date of the General Meeting |
10 am (UK time) / 11 am (South African time) / 5pm (Perth time) on 21 September 2023 |
|
Announcement of the results of the General Meeting |
on or around 21 September 2023 |
|
Allotment and issue of the Conversion Shares and Additional Shares |
26 September 2023 |
|
Admission to trading on AIM of the Conversion Shares and Additional Shares |
8:00 a.m. (London time) on 26 September 2023 |
|
Admission to trading on the JSE of the Conversion Shares and Additional Shares |
9:00 a.m. (South African time) on 26 September 2023 |
|
Quotation of the Conversion Shares and Additional Shares on ASX |
8:00 a.m. (Perth time) on 26 September 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, Memery Crystal LLP, 165 Fleet Street, London EC4A 2DY 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 Meeting via an electronic audio webcast. The Company will therefore also offer Shareholders the option to participate in the Meeting remotely via the electronic audio webscast.
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 Brad Sampson - CEO
|
Tel: +27 84 603 6238 |
|
Tavistock Communications Nick Elwes Adam Baynes
|
Tel: +44 (0) 20 7920 3150 |
|
SP Angel Corporate Finance - Nomad and 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 |
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.
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.
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.