African Potash Limited ('African Potash' or the 'Company')
Issue and Allotment of Ordinary Shares following Exercise of Warrants
The Company hereby announces that it has received notice of exercise of warrants by Bergen Global Opportunity Fund, LP ("Bergen") to subscribe for 63,700,000 new ordinary shares at an exercise price of £0.003 ("New Ordinary Shares"). The New Ordinary Shares are to be admitted to trading on AIM with admission expected to take place on or around 29 June 2016. The New Ordinary Shares will rank pari passu in all respects with all existing ordinary shares in the Company.
The New Ordinary Shares are being issued pursuant to a warrant instrument between Bergen and the Company signed on 7 August 2014 which granted 3,900,000 warrants to Bergen (the "Warrant Instrument"). The warrants were issued to Bergen in connection with a convertible securities issuance deed (the "Deed") signed with Bergen on 7 August 2014 and as announced on 8 August 2014. In accordance with the terms of the Warrant Instrument, the exercise price of the warrants has been adjusted from £0.049 per share (being 140% of the average of the daily volume-weighted average price during the 15 trading days prior to the date of execution of the Deed) to £0.003 per share to reflect subsequent share issuances at £0.003 per share by the Company. As a result of the adjustment to the exercise price of the warrants, and in accordance with the terms of the Warrant Instrument, the number of new ordinary shares issued pursuant to the exercise of the warrants has increased proportionally to 63,700,000 from 3,900,000.
Following admission of the New Ordinary Shares, the Company's enlarged issued share capital will comprise 888,963,358 ordinary shares with voting rights. This figure of 888,963,358 ordinary shares may be used by shareholders in the Company 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 share capital of the Company under the Disclosure Rules and Transparency Rules of the United Kingdom Listing Authority.