TIDMKP2
RNS Number : 1101G
Kore Potash PLC
19 July 2019
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement,
application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX
as soon as available. Information and documents given to ASX become
ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98,
01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05,
01/08/12, 04/03/13
Name of entity
Kore Potash plc (ASX : KP2)
ARBN
621 843 614
We (the entity) give ASX the following information.
Part 1 -- All issues
You must complete the relevant sections (attach sheets if there
is not enough space).
1 +Class of +securities issued (i) Fully paid ordinary shares
or to be issued (AIM)
(ii) Unlisted options exercisable
at GBP0.022 each and expiring on
19 July 2024
2 Number of +securities issued (i) 646,914,254 Fully paid ordinary
or to be issued (if known) shares (AIM)
or maximum number which may (ii) 26,900,000 Unlisted options
be issued
3 Principal terms of the +securities (i) Same terms as other fully paid
(e.g. if options, exercise ordinary shares
price and expiry date; if (ii) Exercisable at GBP0.022 each
partly paid +securities, and expiring on 19 July 2024
the amount outstanding and
due dates for payment; if
+convertible securities,
the conversion price and
dates for conversion)
4 Do the +securities rank equally (i) Yes, same as other fully paid
in all respects from the ordinary shares
+issue date with an existing (ii) No, only when exercised to
+class of quoted +securities? fully paid ordinary shares
If the additional +securities
do not rank equally, please
state:
* the date from which they do
* the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or
interest payment
* the extent to which they do not rank equally, other
than in relation to the next dividend, distribution
or interest payment
5 Issue price or consideration (i) GBP0.016 per ordinary share
(ii) Nil
6 Purpose of the issue (i) Ordinary shares issued pursuant
(If issued as consideration to the Fundraise as approved by
for the acquisition of assets, shareholders at the General Meeting
clearly identify those assets) held on 17 July 2019 (Resolution
1)
(ii) Options issued to Mr Brad
Sampson as approved by shareholders
at the General Meeting held on
17 July 2019 (Resolution 8)
6a Is the entity an +eligible No
entity that has obtained
security holder approval
under rule 7.1A?
If Yes, complete sections
6b - 6h in relation to the
+securities the subject of
this Appendix 3B, and comply
with section 6i
6b The date the security holder N/A
resolution under rule 7.1A
was passed
6c Number of +securities issued N/A
without security holder approval
under rule 7.1
6d Number of +securities issued N/A
with security holder approval
under rule 7.1A
6e Number of +securities issued N/A
with security holder approval
under rule 7.3, or another
specific security holder
approval (specify date of
meeting)
6f Number of +securities issued N/A
under an exception in rule
7.2
6g If +securities issued under N/A
rule 7.1A, was issue price
at least 75% of 15 day VWAP
as calculated under rule
7.1A.3? Include the +issue
date and both values. Include
the source of the VWAP calculation.
6h If +securities were issued N/A
under rule 7.1A for non-cash
consideration, state date
on which valuation of consideration
was released to ASX Market
Announcements
6i Calculate the entity's remaining N/A
issue capacity under rule
7.1 and rule 7.1A - complete
Annexure 1 and release to
ASX Market Announcements
7 +Issue dates 19 July 2019
Note: The issue date may
be prescribed by ASX (refer
to the definition of issue
date in rule 19.12). For
example, the issue date for
a pro rata entitlement issue
must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33
of Appendix 3B.
Number +Class
8 Number and +class of all 232,333,233 Chess Depository Interests
+securities quoted on ASX (CDI) at a ratio of 1
(including the +securities CDI representing 1 fully
in section 2 if applicable) paid ordinary share as
issued on the ASX (noting
that an additional 1,277,320,710
ordinary shares are quoted
on either the AIM market
of the London Stock Exchange
or the Johannesburg Stock
Exchange).
-----------------------------------------------
Number +Class
9 Number and +class of all 50,000,000 Unlisted Options exercisable
+securities not quoted on at AUD 0.30 each expiring
ASX (including the +securities 15 Nov 2019
in section 2 if applicable) 2,255,000
Performance Rights expiring
6 December 2020 (Emp)
5,881,250
Performance Rights expiring
1 March 2021 (Dir)
660,000
Performance Rights vesting
on 31 May 2019 (Dir)
1,405,000
Performance Shares vesting
on 31 May 2019
3,747,005
Performance Shares under
a Short Term Incentive
11,734,853 Scheme Plan for 2017
Performance Shares under
13,144,659 the Long Term Incentive
Plan
4,062,500 Equity Warrants exercisable
at A$0.30 each expiring
29 March 2021
4,000,000
Performance Rights expiring
22 May 2022 (Dir)
26,900,000
Unlisted Options exercisable
at GBP0.11 each expiring
on 27 June 2020
Unlisted Options exercisable
at GBP0.022 each expiring
on 19 July 2024
-------------------------------------------
10 Dividend policy (in the case N/A
of a trust, distribution
policy) on the increased
capital (interests)
Part 2 -- Bonus issue or pro rata issue
11 Is security holder N/A
approval required?
12 Is the issue renounceable N/A
or non-renounceable?
13 Ratio in which the N/A
+securities will be
offered
14 +Class of +securities N/A
to which the offer
relates
15 +Record date to determine N/A
entitlements
16 Will holdings on different N/A
registers (or subregisters)
be aggregated for
calculating entitlements?
17 Policy for deciding N/A
entitlements in relation
to fractions
18 Names of countries N/A
in which the entity
has security holders
who will not be sent
new offer documents
Note: Security holders
must be told how their
entitlements are to
be dealt with.
Cross reference: rule
7.7.
19 Closing date for receipt N/A
of acceptances or
renunciations
20 Names of any underwriters N/A
21 Amount of any underwriting N/A
fee or commission
22 Names of any brokers N/A
to the issue
23 Fee or commission N/A
payable to the broker
to the issue
24 Amount of any handling N/A
fee payable to brokers
who lodge acceptances
or renunciations on
behalf of security
holders
25 If the issue is contingent N/A
on +security holders'
approval, the date
of the meeting
26 Date entitlement and N/A
acceptance form and
will be sent to persons
entitled
27 If the entity has N/A
issued options, and
the terms entitle
option holders to
participate on exercise,
the date on which
notices will be sent
to option holders
28 Date rights trading N/A
will begin (if applicable)
29 Date rights trading N/A
will end (if applicable)
30 How do security holders N/A
sell their entitlements
in full through a
broker?
31 How do security holders N/A
sell part of their
entitlements through
a broker and accept
for the balance?
32 How do security holders N/A
dispose of their entitlements
(except by sale through
a broker)?
33 +Issue date N/A
Part 3 -- Quotation of securities
You need only complete this section if you are applying for
quotation of securities
34 Type of securities
(tick one)
(a) +Securities described in Part 1
(b) All other +securities
Example: restricted securities at the end of the
escrowed period, partly paid securities that become
fully paid, employee incentive share securities
when restriction ends, securities issued on expiry
or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing
the information or documents
35 If the +securities are +equity securities, the
names of the 20 largest holders of the additional
+securities, and the number and percentage of
additional +securities held by those holders
36 If the +securities are +equity securities, a distribution
schedule of the additional +securities setting
out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities
Entities that have ticked box 34(b)
38 Number of +securities
for which +quotation
is sought
39 Class of +securities
for which quotation
is sought
40 Do the +securities
rank equally in all
respects from the +issue
with an existing +class
of quoted +securities?
If the additional +securities
do not rank equally,
please state:
* the date from which they do
* the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or
interest payment
* the extent to which they do not rank equally, other
than in relation to the next dividend, distribution
or interest payment
41 Reason for request
for quotation now
Example: In the case
of restricted securities,
end of restriction
period
(if issued upon conversion
of another +security,
clearly identify that
other +security)
Number +Class
42 Number and +class of
all +securities quoted
on ASX (including the
+securities in clause
38)
---------
Quotation agreement
1 +Quotation of our additional +securities is in ASX's absolute
discretion. ASX may quote the +securities on any conditions it
decides.
2 We warrant the following to ASX.
-- The issue of the +securities to be quoted complies with the
law and is not for an illegal purpose.
-- There is no reason why those +securities should not be granted +quotation.
-- An offer of the (+) securities for sale within 12 months
after their issue will not require disclosure under section 707(3)
or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from
subscribers for the securities in order to be able to give this
warranty
-- Section 724 or section 1016E of the Corporations Act does not
apply to any applications received by us in relation to any
+securities to be quoted and that no-one has any right to return
any +securities to be quoted under sections 737, 738 or 1016F of
the Corporations Act at the time that we request that the
+securities be quoted.
-- If we are a trust, we warrant that no person has the right to
return the +securities to be quoted under section 1019B of the
Corporations Act at the time that we request that the +securities
be quoted.
3 We will indemnify ASX to the fullest extent permitted by law
in respect of any claim, action or expense arising from or
connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this
form. If any information or document is not available now, we will
give it to ASX before +quotation of the +securities begins. We
acknowledge that ASX is relying on the information and documents.
We warrant that they are (will be) true and complete.
[ signed electronically ]
Sign here:
............................................................Date:
19 July 2019
Joint Company Secretary
Print name: Henko Vos
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END
MSCGIGDRDBBBGCC
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