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Fundraise of US$ 530,000 – Conversion of Convertible Loan Notes & Chairman’s Participation
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")
28 March 2024
Fundraise of US$ 530,000 – Conversion of Convertible Loan Notes & Chairman's Participation
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 that
following the publication of the 2023 Annual Report, as announced earlier today, the condition for the
conversion of the Convertible Loan Notes ("CLNs") has now been met.
Accordingly, the CLNs will now be converted into 109,865,053 new ordinary shares of US$0.001 ("new
Ordinary Shares") each in the Company at a price of 0.38 pence per new Ordinary Share.
Chairman's Participation in the Fundraise
Following the publication of the 2023 Annual Report, the restriction of the Company's Directors and
senior management from trading in the Company's shares has ceased.
David Hathorn, the Chairman of the Company will now subscribe to new Ordinary Shares on the same
terms as those used for the conversion of the CLNs, for a total consideration of US$ 150,000 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
15,546,942 new ordinary Shares of US$0.001 in the Company being issued to the Belle Terre Trust and
15,546,941 new ordinary Shares of US$0.001 in the Company being issued to the Stapleford Trust,
resulting in 31,093,883 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.
Application for admission
The new Ordinary Shares will 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 has been made for the admission of 109,865,053 new Ordinary
Shares to trading on AIM, the Johannesburg Stock Exchange and the Australian Securities Exchange
with admission expected to take place on 4 April 2024.
Total voting rights
Following the issue of the new Ordinary Shares, the Company's total issued share capital will consist
of 4,229,532,173 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 4,229,532,173.
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 new Ordinary Shares will be issued within the Company's existing ASX Listing Rule 7.1 capacity.
Issue of the Subscription Shares remains subject to shareholder approval under ASX Listing Rule 7.1
and 10.11. The Company can confirm that none of the new Ordinary Shares are being issued to a party
noted in ASX Listing Rule 10.11.
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 Subscription Shares issue.
This announcement has been approved for release by the Board.
For further information, please visit www.korepotash.com or contact:
Kore Potash Tel: +44 (0) 20 3963 1776
David Hathorn – Chairman & Interim CEO
Andrey Maruta - CFO
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
Kasia Brzozowska
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
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 Initial notification
notification/Amendment
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 GB00BYP2QJ94
instrument, type of
instrument
Identification code
b) Nature of the transaction Subscription for 15,546,942 ordinary shares of US$0.001
each subject to shareholder approval.
c) Price(s) and volume(s) Price: 0.38 pence
Volume: 15,546,942
d) Aggregated information Price: 0.38 pence
Aggregated volume 15,546,942
e) Date of the transaction 28-03-2024
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 Initial notification
notification/Amendment
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 GB00BYP2QJ94
instrument, type of
instrument
Identification code
b) Nature of the transaction Subscription for 15,546,941 ordinary shares of US$0.001
each subject to shareholder approval.
c) Price(s) and volume(s) Price: 0.38 pence
Volume: 15,546,941
d) Aggregated information Price: 0.38 pence
Aggregated volume 15,546,941
e) Date of the transaction 28-03-2024
f) Place of the transaction Outside a Trading Venue
Date: 28-03-2024 09:15:00
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