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KORE POTASH PLC AGM Information 2025
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AGM Information
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National Storage Mechanism | Additional information 
RNS Number : 4504M
Kore Potash PLC
11 June 2025
11 June 2025
Kore Potash Plc
("Kore Potash" or the "Company")
Result of AGM, Issue of Options and Director Subscription
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 the resolutions put to its Annual General Meeting ("AGM") held earlier today on Wednesday 11 June 2025, were all duly passed on a poll by the requisite majority.
PDMR Subscription
Further to the Company's announcements of 21 March and 2 April 2025 and following the approval of shareholders at the AGM, the Company will issue 22,644,928 ordinary Shares of US$0.001 in the Company ("Ordinary Shares") at a price of 1.7 pence per new Ordinary Share for a total consideration of c.US$0.5 million (c.£0.38 million) to Theseus (Guernsey) Limited as trustee of two separate trusts, the Belle Terre Trust and Stapleford Trust (the "PDMR Subscription"). 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 11,322,464 new Ordinary Share being issued to the Belle Terre Trust and 11,322,464 new Ordinary Shares being issued to the Stapleford Trust, resulting in 22,644,928 new ordinary shares being issued in aggregate.
Admission and Total Voting Rights
Accordingly, application will be made for the 22,644,928 new Ordinary Shares to be admitted to trading on AIM and application has also been made for such shares to be admitted to trading on JSE Limited and ASX , which is expected to commence on or around 17 June 2025, ("Admission"). On Admission, David Hathorn will hold a beneficial interest in 395,746,326 Ordinary Shares representing 8.15 percent of the issued share capital of the Company.
Following Admission and the issue of the 22,644,928 new Ordinary Shares, the Company's issued share capital will consist of 4,856,248,999 Ordinary Shares. Accordingly, following Admission the total number of voting rights in the Company will be 4,856,248,999. 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.
Issue of PDMR Options
Additionally, further to the Company's announcement of 22 April 2025 and following receipt of shareholder approval at today's AGM, the Company has issued 6,000,000 options over new Ordinary Shares under the Directors and Executives Share Option Plan (the "DESOP") at an exercise price of 1.93 pence with a life to expiry of 3 years from today's date to the following directors:
| Name | Position | Number of shares subject to the options granted | Exercise Price (pence) | Expiry Date |
| David Hathorn | Chairman | 2,000,000 | 1.93 | 11 June 2028 |
| David Netherway | Non-Executive Director | 2,000,000 | 1.93 | 11 June 2028 |
| Jonathan Trollip | Non-Executive Director | 2,000,000 | 1.93 | 11 June 2028 |
Issue of PDMR Incentive Options
Following receipt of shareholder approval the Company has also issued 9,000,000 options over new Ordinary Shares under the DESOP exercisable at a price of 2.2 pence per new Ordinary Share expiring on 9 June 2027 to David Hathorn.
| Name | Position | Number of shares subject to the options granted | Exercise Price (pence) | Expiry Date |
| David Hathorn | Chairman | 9,000,000 | 2.2 | 9 June 2027 |
Resumption of Trading on the ASX
The Company also confirms that following the release of its announcement on 10 June 2025, shares in the Company resumed trading on the Australian Securities Exchange ("ASX").
The following statistics, as detailed in Annexure A below, are provided in respect of each resolution proposed at the meeting.
For further information, please visit www.korepotash.com or contact:
| Kore Potash | Tel: +44 (0) 20 3963 1776 |
| Andre Baya - CEO | |
| Andrey Maruta - CFO | |
| SP Angel - Nomad and Joint Broker | Tel: +44 (0) 20 7470 0470 |
| Ewan Leggat Charlie Bouverat Grant Barker |
|
| Shore Capital - Joint Broker | Tel: +44 (0) 20 7408 4050 |
| Toby Gibbs James Thomas |
|
| Tavistock Communications | Tel: +44 (0) 20 7920 3150 |
| Emily Moss Nick Elwes |
|
| Questco Corporate Advisory - JSE Sponsor Doné Hattingh |
Tel: +27 (63) 482 3802 |
The notification below, made in accordance with the requirements of the UK Market Abuse Regulation, provides further detail.
Issue of PDMR Options
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
| a) | Name | 1. David Hathorn 2. David Netherway 3. Jonathan Trollip |
|||
| 2 | Reason for the notification | ||||
| a) | Position/status | 1. Chairman 2. Non-Executive Director 3. Non-Executive Director |
|||
| b) | Initial notification /Amendment | Initial notification | |||
| 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 instrument, type of instrument | Options over new Ordinary Shares | |||
| Identification code | GB00BYP2QJ94 | ||||
| b) | Nature of the transaction | Grant of options over new Ordinary Shares | |||
| c) | Price(s) and volume(s) | ||||
| Price(s) | Volume(s) | ||||
| 1. 1.93 pence 2. 1.93 pence 3. 1.93 pence |
1. 2,000,000 2. 2,000,000 3. 2,000,000 |
||||
| d) | Aggregated information | N/A | |||
| - Aggregated volume | N/A | ||||
| - Price | 1.93 pence | ||||
| e) | Date of the transaction | 11 June 2025 | |||
| f) | Place of the transaction | Outside of a trading venue |
Issue of PDMR Incentive Options
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
| a) | Name | 1. David Hathorn | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | 1. Chairman | |||
| b) | Initial notification /Amendment | Initial notification | |||
| 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 instrument, type of instrument | Options over new Ordinary Shares | |||
| Identification code | GB00BYP2QJ94 | ||||
| b) | Nature of the transaction | Grant of options over new Ordinary Shares | |||
| c) | Price(s) and volume(s) | ||||
| Price(s) | Volume(s) | ||||
| 1. 2.20 pence | 1. 9,000,000 | ||||
| d) | Aggregated information | N/A | |||
| - Aggregated volume | N/A | ||||
| - Price | 2.20 pence | ||||
| e) | Date of the transaction | 11 June 2025 | |||
| f) | Place of the transaction | Outside of a trading venue |
ANNEXURE A:
In respect of each resolution the total number of votes exercisable by all validly appointed proxies was as follows:
| RESOLUTION | TOTAL VOTES VALIDLY CAST | FOR | DISCRETION | AGAINST | VOTES WITHHELD |
| Resolution 1 - Receive the 2024 Annual Report | 1,824,972,175 | 1,824,640,508 | 0 | 331,667 | 2,023,200 |
| Resolution 2 - Approval of Remuneration Report | 1,824,969,375 | 1,821,498,320 | 0 | 3,471,055 | 2,026,000 |
| Resolution 3 - Appointment of Auditors | 1,825,000,375 | 1,824,668,708 | 0 | 331,667 | 1,995,000 |
| Resolution 4 - Authorise directors to determine the remuneration of BDO LLP as the Company's auditors |
1,824,356,181 | 1,823,763,523 | 0 | 592,658 | 2,639,194 |
| Resolution 5 - Re-appointment of David Hathorn as a Director | 1,824,828,675 | 1,821,543,787 | 0 | 3,284,888 | 2,166,700 |
| Resolution 6 - Re-appointment of David Netherway as a Director | 1,824,873,675 | 1,824,542,008 | 0 | 331,667 | 2,121,700 |
| Resolution 7 - Re-appointment of Jonathan Trollip as a Director | 1,824,873,675 | 1,821,285,663 | 0 | 3,588,012 | 2,121,700 |
| Resolution 8 - Re-appointment Wouter Pulinx as a Director | 1,824,873,675 | 1,821,330,663 | 0 | 3,543,012 | 2,121,700 |
| Resolution 9 - Appointment of Amit Mehta as a Director | 1,824,875,375 | 1,821,330,663 | 0 | 3,544,712 | 2,120,000 |
| Resolution 10 - Authority to Allot Shares in Connection with the Fundraise | 1,824,873,875 | 1,824,227,717 | 0 | 646,158 | 2,121,500 |
| Resolution 11 - General authority to allot share | 1,824,873,875 | 1,820,163,305 | 0 | 4,710,570 | 2,121,500 |
| Resolution 12 - Approval of securities issue to Director under the Fundraise | 1,824,873,875 | 1,824,215,317 | 0 | 658,558 | 2,121,500 |
| Resolution 13 - Ratification of issue of Placing and Subscription Shares | 1,253,788,775 | 1,253,452,441 | 0 | 336,334 | 2,123,200 |
| Resolution 14 - Approval to issue incentive options to David Hathorn | 1,824,354,681 | 1,820,579,975 | 0 | 3,774,706 | 2,640,694 |
| Resolution 15 - Approval to issue options to David Hathorn | 1,824,354,681 | 1,820,579,975 | 0 | 3,774,706 | 2,640,694 |
| Resolution 16 - Approval to issue options to David Netherway | 1,599,727,029 | 1,595,951,223 | 0 | 3,775,806 | 218,731,912 |
| Resolution 17 - Approval to issue options to Jonathan Trollip | 1,817,078,385 | 1,813,302,579 | 0 | 3,775,806 | 2,640,694 |
| Resolution 18 - Disapplication of pre-emption rights in connection with the Fundraise | 1,823,721,981 | 1,819,023,593 | 0 | 4,698,388 | 3,273,394 |
| Resolution 19 Disapplication of pre-emption rights for general authority | 1,822,723,681 | 1,817,978,593 | 0 | 4,745,088 | 4,271,694 |
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