Notice of GM

RNS Number : 7424V

Kore Potash PLC

19 April 2021

 

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

19 April 2021

Kore Potash Plc

("Kore Potash" or the "Company")

Notice of General Meeting

Further to its announcement (the "Fundraising Announcement"), at 6.30pm (UK time) on 8 April 2021 regarding the outcome of a placing and subscription to raise approximately US$12.5 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 5 May 2021 at 10am UK time. A circular containing the formal notice of meeting has been dispatched to the Company's shareholders (the "Circular").

As explained in the Fundraising Announcement, completion of the Conditional Placing and the Subscription are 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"). Accordingly, the General Meeting is being held to seek shareholder approval of, amongst other matters, the issue of a total of 460,310,392 New Shares at an issue price of 1.1p (2.0 Australian cents) per New Share pursuant to the Conditional Placing and the Subscription.

One of the conditions of the Conditional Placing and Subscription was that the allotment and issue of any of the New Shares to South African resident investors was subject to receipt of the requisite approval from the Financial Surveillance Department of the South African Reserve Bank. This approval has now been received by the Company.

The expected timetable of the upcoming principal events regarding the General Meeting and the Fundraise is as follows:

Event	Date
Last day to trade on the JSE in order to be eligible to attend and vote at the General Meeting	26 April 2021
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	10am (UK time) on 30 April 2021/11 am (South African time) 3 May 2021 or 5pm (Perth time) 29 April 2021
Record date to determine which Shareholders on AIM are entitled to attend and vote at the General Meeting	30 April 2021
Record date to determine which Shareholders on the JSE are entitled to attend and vote at the General Meeting	30 April 2021
Time to be registered as a CDI holder for voting instruction forms to be valid	5.00pm (Perth time) on 29 April 2021
General Meeting	10am (UK time), 11 am (South African time) and 5pm (Perth time) 5 May 2021
Results of General Meeting announced	on or around 5 May 2021
Admission (Second Admission) of the New Ordinary Shares to trading on AIM and the JSE and quotation of the New Ordinary Shares on ASX	6 May 2021
Expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form	6 May 2021
Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares in certificated form	10 May 2021

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.

Capitalised terms used in this announcement have the meanings given to them in the Fundraising Announcement unless the context provides otherwise.

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 . A copy of the Circular is also attached below.

Shareholders should disregard the related party disclosures in the announcement issued at 6.30pm on 8 April 2021, in relation to David Hathorn's participation. David Hathorn's participation is not a related party transaction. The Circular provides accurate statements in relation to related party transactions.

The board has been closely monitoring the coronavirus (COVID-19) pandemic and our priority continues to be the health, safety and wellbeing of all our employees, shareholders, clients and the wider community in which we operate. The board's preference had been to welcome shareholders in person to the General Meeting, particularly given the constraints we faced last year. In February, the Government published its "COVID-19 Response - Spring 2021" which sets out the roadmap to ease restrictions across England. While this provides a route back to a more normal way of life, it is clear that many restrictions currently in force (including those relating to non-essential travel and indoor mixing) are intended to remain in place on the day of the General Meeting. Accordingly, the board's current intention is to hold the General Meeting at the offices of our solicitors, Memery Crystal LLP, 165 Fleet Street, London EC4A 2DY, with a limited number of company representatives attending in person to ensure that a valid meeting is held. Other shareholders are strongly encouraged not to attend the General Meeting in person while government restrictions remain in force. Shareholders and guests who travel to the meeting may not be admitted if there are safety constraints. The Company believes it is important that you do not attend the General Meeting in person while such restrictions remain in place. Any updates to the position will be included on our website at http://korepotash.com/investors/announcements/ . 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:

Enquiries :

Kore Potash	Tel: [phone]
Brad Sampson - CEO
Canaccord Genuity - Nomad and Joint Broker	Tel: [phone]
Henry Fitzgerald-O'Connor James Asensio A ngelos Vlatakis
Shore Capital - Joint Broker and Sole Bookrunner	Tel: [phone]
Jerry Keen Toby Gibbs James Thomas
Tavistock Communications	Tel: [phone]
Jos Simson Edward Lee
Questco Corporate Advisory - JSE Sponsor Mandy Ramsden	Tel: [phone]

Market Abuse Regulation

This announcement is released by Kore Potash plc and contains inside information for the purposes of the UK version of the EU Market Abuse Regulation (EU 596/2014) ("UKMAR") and is disclosed in accordance with the Company's obligations under MAR. The person who arranged for the release of this announcement on behalf of Kore Potash plc was Brad Sampson, Chief Executive Officer.

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 or Shore Capital 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 and Shore Capital 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 Canaccord Genuity, Shore Capital, 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 Canaccord Genuity, Shore Capital 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 Canaccord Genuity, Shore Capital, 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

Canaccord Genuity 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 Canaccord Genuity or for providing advice in relation to the matters described in this announcement.

Shore Capital is regulated by the FCA, is acting exclusively for the Company 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 Shore Capital 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.

 

END

 

 

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