5 May 2021
Kore Potash Plc
("Kore Potash" or the "Company")
Results of General Meeting ("GM") and Issue of Shares
Kore Potash plc, the potash development company whose flagship asset is the 97%-owned Sintoukola Potash Project, is pleased to announce that the resolutions put to its GM held earlier today, were duly passed. The resolutions were all duly passed on a poll by the requisite majority.
The GM was held, inter alia, to approve the issue of 462,310,392 new ordinary shares ("Ordinary Shares") in the Company at 1.1p (2.0 Australian cents) per share in line with the Company's announcements of 19 April 2021. Application has been made for the Ordinary Shares to be admitted to trading on 6 May 2021.
The Company is pleased to report that as a result of its close period ending, Chairman, David Hathorn, has confirmed his participation in the proposed fundraise, for a total of 23,056,653 New Ordinary Shares for a total value of approximately US$350,000.
Princess Aurora Company Pte Ltd ("OIA") has now also signed a subscription agreement confirming their purchase of 92,226,613 new ordinary shares ("OIA Shares") at 1.1p for a total cash consideration of US$1.4 million. Application will be made for the OIA Shares to be admitted to trading on 11 May 2021.
As a substantial shareholder, OIA's investment is deemed to be a related party transaction for the purposes of AIM Rule 13. The directors of the Company, other than Sameer Oundhakar, having consulted with the Company's nominated adviser, Canaccord Genuity, consider that the terms of OIA's investment are fair and reasonable insofar as Shareholders are concerned. These shares will, for ASX purposes, be issued under ASX listing rule 10.11, having received the relevant shareholder approvals at today's GM.
Both David Hathorn's and OIA's participation in the fundraising will result in each holding the following number of shares:
| Shareholder | Number of existing Ordinary Shares | Number of New Ordinary Shares | Total number of Ordinary Shares |
| OIA | 569,658,558 | 92,226,613 | 661,885,171 |
| David Hathorn | 118,080,363 | 23,056,653 | 141,137,016 |
Following the issue of the Placing Shares, Subscription Shares, Fee Shares and the OIA Shares, the Company's issued share capital will consist of 3,371,823,700 ordinary shares of US$0.001. Accordingly, the total number of voting rights in the Company is 3,371,823,700. This figure may be used by shareholders 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 Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
The following statistics, as detailed in the attached Annexure A, are provided in respect of each resolution on the Agenda of Kore Potash plc's GM.
Those defined terms not defined within this announcement will have the same meaning as that set in the announcement 8 April 2021 and 14 April 2021.
This announcement was approved for release by the Board of Directors.
ENDS
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) ("UK MAR") and is disclosed in accordance with the Company's obligations under MAR.
For further information, please visit www.korepotash.com or contact:
| Kore Potash Brad Sampson - CEO
| | Tel: +27 11 469 9140 |
| Tavistock Communications Jos Simson Edward Lee
| | Tel: +44 (0) 20 7920 3150 |
| Canaccord Genuity - Nomad and Broker James Asensio Henry Fitzgerald-O'Connor
| | Tel: +44 (0) 20 7523 4600 |
| Shore Capital - Joint Broker Jerry Keen Toby Gibbs James Thomas | | Tel: +44 (0) 20 7408 4050 |
| | | |
| Questco Corporate Advisory - JSE Sponsor Mandy Ramsden | | Tel: +27 (11) 011 9208 |
ANNEXURE A:
In respect to each resolution the total number of votes exercisable by all validly appointed proxies was as follows:
| RESOLUTION | TOTAL VOTES VALIDLY CAST | FOR (including discretion) | AGAINST | VOTES WITHHELD |
| Resolution 1 - Allot shares | 1,537,073,078 | 1,536,330,402 | 742,676 | 1,146,646 |
| Resolution 2 - Securities for investors | 1,535,069,578 | 1,534,326,902 | 742,676 | 1,150,146 |
| Resolution 3 - Securities for director | 1,537,159,278 | 1,536,363,902 | 795,376 | 1,060,446 |
| Resolution 4 - Securities issue to SQM | 1,537,159,278 | 1,536,307,902 | 851,376 | 1,060,446 |
| Resolution 5 - Securities issue to SGRF | 1,010,716,449 | 1,009,865,073 | 851,376 | 495,138,275 |
| Resolution 6 - Placing Shares | 1,535,158,078 | 1,534,415,402 | 742,676 | 1,061,646 |
| Resolution 7 - Issue of Shares | 1,537,074,278 | 1,536,594,506 | 479,772 | 1,145,446 |
| Resolution 8 - Allot Shares | 1,537,173,078 | 1,536,390,985 | 782,093 | 1,046,646 |
| Resolution 9 - Pre-emption rights 1 | 1,536,988,578 | 1,536,208,765 | 779,813 | 1,231,146 |
| Resolution 10 - Pre-Emption rights 2 | 1,537,054,578 | 1,536,208,765 | 845,813 | 1,165,146 |
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