KORE POTASH PLC — Capital/Financing Update 2024

Apr 14, 2024

Appendix 3B - Proposed issue of securities

Announcement Summary

Entity name
KORE POTASH PLC

Announcement Type
New announcement

Date of this announcement
15/4/2024

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
KP2AA	ORDINARY FULLY PAID	31,093,883

Proposed +issue date
16/5/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - 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

15/4/2024

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

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Appendix 3B - 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	13/5/2024	Actual

Comments

The Company to raise USD150,000 from Chairman David Hathorn through a convertible note, which the Company intends to convert into 31,093,883 fully paid ordinary shares subject to obtaining relevant shareholder approvals at the General Meeting to be held on 13 May 2024.

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)?
Existing class

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

Details of +securities proposed to be issued

ASX +security code and description
KP2AA : ORDINARY FULLY PAID

Number of +securities proposed to be issued
31,093,883

Offer price details

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

In what currency is the cash consideration being paid?
GBP - Pound Sterling

What is the issue price per +security?
GBP 0.00380

AUD equivalent to issue price amount per +security
0.007400

Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities

FX rate (in format AUD 1.00 / primary currency rate):
FX rate (in format AUD rate/primary currency rate) Primary Currency rate
GBP 0.52000000
AUD 1.00

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
Yes

Part 7C - Timetable

7C.1 Proposed +issue date
16/5/2024

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
None.

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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

Net proceeds of the Fundraise will be used to further advance work that is expected to lead to signing of an EPC contract for the Kola Potash Project, as announced by the Company on 9 February 2024, and provide working capital for Kore Potash.

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

The issue of fully paid ordinary shares via a convertible loan is subject to shareholder approval at a general meeting to be held on 13 May 2024.

Refer to ASX announcement dated 28 March 2024 for further details:

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02790369-6A1200659

Refer to Notice of General Meeting dated 13 April 2024 for further details:

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02795043-6A1202414

Appendix 3B - Proposed issue of securities