KORE POTASH PLC — Capital/Financing Update 2022

Jun 26, 2022

Proposed issue of securities

Announcement Summary

Entity name
KORE POTASH PLC

Announcement Type
New announcement

Date of this announcement
24/6/2022

The Proposed issue is:
☑ A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

ASX +security code	+Security description	Maximum Number of +securities to be issued
New class-code to be confirmed	9,000,000 Options exercisable at GBP0.022 each, expiring 5 years from the date of issue.	9,000,000

Proposed +issue date
9/6/2025

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

1.1 Name of +Entity

KORE POTASH PLC

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ARBN

Registration Number

621843614

1.3 ASX issuer code

KP2

1.4 The announcement is

☑ New announcement

1.5 Date of this announcement

24/6/2022

1.6 The Proposed issue is:

☑ A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?
☑ Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or actual?	** Approval received/condition met?
+Security holder approval	9/6/2022	☑ Actual	Yes

Comments

The issue of 9,000,000 Options with an exercise price of GBP0.022 each, expiring 5 years from the date of issue was to the Company's Non-Executive Chairman. The issue remains subject to the Company accepting a financing proposal for the construction of the Kola Project - shareholder approval extends to 9 June 2025.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?
☑ New class

Will the proposed issue of this +security include an offer of attaching +securities?
☑ No

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?
☑ No

Will the entity be seeking quotation of the 'new' class of +securities on ASX?
☑ No

ASX +security code	+Security description
New class-code to be confirmed	9,000,000 Options exercisable at GBP0.022 each, expiring 5 years from the date of issue.

Proposed issue of securities

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Proposed issue of securities

+Security type

Options

Number of +securities proposed to be issued

9,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

☑ No

Please describe the consideration being provided for the +securities

Issued as an incentive to assist in securing a financing deal for the Kola Project as detailed in the May 2022 NOM.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

149,998.470000

Will all the +securities issued in this class rank equally in all respects from their issue date?

☑ Yes

Options details

+Security currency
GBP - Pound Sterling

Exercise price
GBP 0.0220

Expiry date
9/6/2030

Details of the type of +security that will be issued if the option is exercised

KP2AA : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

Upon conversion, 9,000,000 options will become 9,000,000 fully paid ordinary shares.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer to Notice of AGM lodged with the ASX on 17 May 2022:

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02375362-6A1033226?access_token=83ff96335c2d45a094df02a206a39ff4

Proposed issue of securities

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Proposed issue of securities

Part 7C - Timetable

7C.1 Proposed +issue date
9/6/2025

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
☐ No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?
☐ No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?
☐ No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
☐ Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
☐ No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
☐ No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue?
☐ No

7E.2 Is the proposed issue to be underwritten?
☐ No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Proposed issue of securities

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Proposed issue of securities

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Issue of 9,000,000 Options, exercise price GBP0.022 each, expiring 5 years from date of issue to KP2's NE Chairman, is subject to the Company accepting a financing proposal for the construction of the Kola Project, shareholder approval extends to 9/6/2025.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? ☐ No

7F.2 Any other information the entity wishes to provide about the proposed issue

Please refer to the May 2022 NOM for details and conditions for the issue of the options which needs to be met within 3 years from shareholder approval, being by 9 June 2025.

Proposed issue of securities
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