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Salt Lake Potash Ltd - Placement, Share Purchase Plan, Securities Issue

RNS Number : 1544J
Salt Lake Potash Limited
18 December 2020
 

18 December 2020

 

AIM/ASX Code: SO4

 

 

SALT LAKE POTASH LIMITED

 

Completion of Placement

Share Purchase Plan Update

Further issue of Securities

Resignation of CFO

Salt Lake Potash Limited (SO4 or the Company) is pleased to advise that the first tranche of its share placement to institutional shareholders and investors, as announced on 11 December 2020, has completed and the Share Purchase Plan that was also announced, opens today.

Accordingly, the Company has today issued 125 million fully paid ordinary shares of no par value ("Ordinary Shares") at A$0.40 per new share to raise A$50 million before costs. Dealings on AIM of the 125,000,000 placement shares commenced at 8:00am today The completed equity raising enables the first drawdown of US$105 million under the Taurus/CEFC US$138 million Syndicated Facility Agreement in December 2020.

The placement is part of a A$57 million equity financing, including a Share Purchase Plan ("SPP") offered to eligible shareholders capped at A$5 million at A$0.40 (£0.226) per new share. The SPP Offer Document is detailed below and available for download at www.so4.com.au.

In addition, SO4 Directors have committed to subscribe for up to 5.0 million placement shares, including 3.0 million shares by Chairman, Mr Ian Middlemas and 0.5 million shares by Managing Director and CEO, Mr Tony Swiericzuk, subject to shareholder approval.  If approved by shareholders, this would raise an additional A$2 million. A notice of general meting will be sent to shareholders shortly.

Share Purchase Plan

The SPP will enable existing eligible shareholders and depositary interest holders, irrespective of the size of their holding, to participate in the capital raising at the same issue price as the Placement, and not incur any brokerage or transaction costs.

Eligible shareholders, being those holders of shares or depositary interests with an registered address in Australia, New Zealand or the United Kingdom as at 1.00pm (AEDT) on 10 December 2020 or 6pm (GMT) on 10 December 2020 for depositary interest holders, have the opportunity to apply for up to A$30,000 (approximately £16,950) worth of new Ordinary Shares in the Company at a price of A$0.40 per share.

Eligible depositary interest holders will receive a letter and application form with further details on how to apply for new shares in the Company.

The indicative key dates for the Placement and the SPP are outlined below.

Event

Shareholders

Depositary interest holders

Record Date

10 December 2020 (1pm AEDT)

10 December 2020 (6pm GMT)

Announcement of SPP

11 December 2020

11 December 2020

Offer Document and Application Form made available to Eligible Shareholders

Lodge SPP cleansing notice with ASX

Offer opening date

18 December 2020

18 December 2020

Offer closing date

22 January 2021 (5pm AEDT)

21 January 2021 (1pm GMT)

Announcement of results

28 January 2021

 

28 January 2021

Issue of New Shares

3 February 2021

3 February 2021

 

The above dates are indicative only and are subject to change, subject to compliance with the ASX Listing Rules and Corporations Act. In particular, the Company has elected to bring forward the closing date of the SPP from the initial disclosed closing date for depositary interest holders of 29 January 2021 to 21 January 2021, and may close the SPP offer earlier still, depending on demand. Accordingly, eligible shareholders or depositary interest holders who wish to participate are encouraged to apply as soon as possible.

Further issue of Securities

In addition to the 125 million placement shares, the Company has also issued the following securities:

-      690,398 Ordinary Shares upon conversion of vested performance rights subject to the short term performance milestone for the financial year ended 30 June 2020 issued in lieu of cash remuneration, at a price of A$$0.693 per Ordinary Share, including 288,324 shares issued to CEO, Mr Tony Swiericzuk. These shares have issued on conversion of performance rights that are a contractual entitlement issued in accordance with Executive Service Agreements entered into with key management personnel, whereby it was agreed that in order to attract and retain their services they would take a fixed dollar amount of short term rights in lieu of cash salary that they would otherwise expect to earn in the market. The rights vest subject to ongoing service.

-      948,443 performance rights subject to the short term performance milestone for the financial year ended 30 June 2021 issued in lieu of cash remuneration, including 379,377 rights issued to CEO, Mr Tony Swiericzuk following shareholder approval on 20 November 2020. As above, these rights are a contractual entitlement issued in accordance with Executive Service Agreements entered into with key management personnel. The number of rights issued each year is determined with reference to the 30-day VWAP on 30 June of the preceding year.

-      200,000 Options exercisable at $0.60 on or before 1 November 2023 and 300,000 Options exercisable at $1.00 on or before 1 November 2023 to Director, Mr Phillip Montgomery following shareholder approval on 20 November 2020.

-      200,000 Options exercisable at $0.60 on or before 1 November 2023 and 300,000 Options exercisable at $1.00 on or before 1 November 2023 to Director, Mr Peter Thomas following shareholder approval on 20 November 2020. 

 

Settlement and dealings

Application has been made to the AIM Market of the London Stock Exchange ("AIM") for 690,398 Ordinary Shares, which rank pari passu with the Company's existing issued Ordinary Shares, to be admitted to trading. Dealings on AIM are expected to commence at 8:00am on or around 23 December 2020 ("Admission").

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), following Admission, Salt Lake will have 711,002,885 Ordinary Shares in issue with voting rights attached. Salt Lake holds no shares in treasury. This figure of 711,002,885 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 to their interest in the Company, under the ASX Listing Rules or the DTRs.

Directors' interests

Following the issue of these Ordinary Shares, Mr Tony Swiericzuk will have an interest in 4,704,470 shares representing 0.66% of the Company's issued share capital.

Resignation of CFO

The Company advises that the Chief Financial Officer, Mr Shaun Day, has tendered his resignation. Mr Day has accepted a role as CEO of a resources company and, having completed the equity raising to enable initial draw down of the Company's debt financing, believes it is an appropriate time for the change.

The Company thanks Mr Day for his contribution over the last 15 months and is working to formalise arrangements for his departure and appointment of a replacement CFO. The Company will provide an update as appropriate.

 

 

For further information please visit www.so4.com.au or contact:

 

Tony Swiericzuk / Richard Knights

Salt Lake Potash Limited

Tel: +61 8 6559 5800

Colin Aaronson / Seamus Fricker

Grant Thornton UK LLP (Nominated Adviser)

Tel: +44 (0) 20 7383 5100

Derrick Lee / Peter Lynch

Cenkos Securities plc (Joint Broker)

Tel: +44 (0) 131 220 6939

Rupert Fane / Ernest Bell

Hannam & Partners (Joint Broker)

Tel: +44 (0) 20 7907 8500

 

This announcement has been authorised for release by the Board of Directors.

Additional Disclosures

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Key Risks

Refer to pages 25 to 29 (inclusive) of the Presentation released to ASX on 11 December 2020 and available for download https://www.so4.com.au/company-presentations/ 

Selling Restrictions

This announcement is for information purposes only and shall not constitute ‎an offer to sell or issue or the solicitation of an offer to buy, subscribe for ‎or otherwise acquire any new shares of the Company ‎in any jurisdiction in which any such offer or solicitation would be unlawful.‎

Refer to pages 30 to 32 (inclusive) of the Presentation released to ASX on 11 December 2020 and available for download https://www.so4.com.au/company-presentations/ 

Forward Looking Statements

This announcement includes forward-looking statements. These forward-looking statements are based on the Company's expectations and beliefs concerning future events. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the Company, which could cause actual results to differ materially from such statements. Although the Company believes that its forward-looking statements have reasonable grounds, can give no assurance that they will be achieved. They may be affected by a variety of variables and changes in underlying assumptions that are subject to risk factors associated with the nature of the Company's business (including those described in pages 25 to 29 (inclusive) of the Presentation released to ASX on 11 December 2020), which cause actual results to differ materially from those expressed herein. The Company makes no undertaking to subsequently update or revise the forward-looking statements made in this announcement, save where required by law or regulation, to reflect the circumstances or events after the date of this announcement.

Not for release to US wire services or distribution in the United States

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

 

Appendix A - Share Purchase Plan Offer Document

Not for release to US wire services or distribution in the United States

 

Salt Lake Potash Limited

(ACN 117 085 748)

 

Share Purchase Plan Offer Document

 

This Offer Document comprises the terms and conditions of the Salt Lake Potash Limited (ACN 117 085 748) (Company) 2020 Share Purchase Plan (Offer).

 

1.             Offer

The Offer is an invitation to apply for fully paid ordinary shares in the Company (Shares) up to a maximum subscription of A$30,000 (£16,950) at an issue price of A$0.40 (£0.226) per Share (New Shares).

The Offer is made on the same terms and conditions to all Eligible Shareholders (as defined below).

The Offer is non-renounceable.

2.             Eligibility

You are only eligible to apply for New Shares (Eligible Shareholder) if:

(a)           your registered address in the Company's register of members is in Australia, New Zealand or the United Kingdom and you are not in the United States or acting for the account or benefit of a person in the United States; and

(b)           you were registered as a holder of Shares as at 1.00pm (AEDT) on 10 December 2020.

Holders of depositary interests representing Shares (Depositary Interests), with a registered address in Australia, New Zealand or the United Kingdom as at 6.00pm (GMT) on 10 December 2020 (Eligible DI Holders) will also be eligible to apply for new Depositary Interests (New Depositary Interests).

3.             Issue Price

The issue price for each New Share under the Offer is A$0.40 (£0.226) per Share (Issue Price).

In accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument 2019/547), the Company notes that:

(a)           On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on the ASX was A$0.480 per Share. The Issue Price is a 16.67% discount to that closing price.

(b)           The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued to you as a result of your application under this Offer.

(c)           By making an application under this Offer, each Eligible Shareholder will be acknowledging that although the Issue Price is at a discount, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing the Offer and the date of issue of Shares under the Offer and that the value of the Shares received under the Offer may rise or fall accordingly.

(d)           The Issue Price is less than the market price of Shares during a 'specified period' in the 30 days before the date of the Offer (such specified period being the 5 days in which trading in Shares occurred before the date of announcement of the Offer, being 11 December 2020).

The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under this Offer.

4.             Number of New Shares

4.1           Application amount

If you are an Eligible Shareholder or an Eligible DI Holder, you can apply for up to a maximum of A$30,000 (£16,950) worth of New Shares. Eligible Shareholders or Eligible DI Holders can select one of the following alternatives:

Offer

Number of New Shares / Depositary Interests

A$ Value of New Shares

£ Value of New Depositary Interests

A

5,000

A$2,000

£1,130

B

12,500

A$5,000

£2,825

C

25,000

A$10,000

£5,650

D

50,000

A$20,000

£11,300

E

75,000

A$30,000

£16,950

 

4.2           A$30,000 maximum

In order to comply with ASIC Instrument 2019/547, the maximum value of New Shares each Eligible Shareholder (irrespective of the size of their shareholding) may apply for under this Offer is A$30,000 (£16,950) (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest(s)). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of Shares or because you hold more than one shareholding under separate share accounts).

If the Company receives an amount that does not equal one of the amounts specified above in section 4.1 or a subscription of over A$30,000 (£16,950) worth of New Shares by a shareholder through multiple applications or joint holdings, the Company may either:

(a)           reject the application and refund in full the application money (without interest) to the Eligible Shareholder; or

(b)           apply the dollar amount of the payment to the highest designated parcel that is less than the amount of the payment and refund the excess application money (without interest) to the Eligible Shareholder.

No fractions of New Shares will be issued.

4.3           Maximum number of New Shares to be issued

(a)           Maximum amount: The maximum amount raised under the SPP will be capped at a total of A$5 million (before costs). 

(b)           Scale back: The Board reserves the right to reject or scale back any applications in whole or in part (Scale back). If there is a Scale back, you may not receive all the New Shares for which you have applied. The Company may in its absolute discretion determine to apply the Scale back to the extent and in the manner it sees fit, which may include taking into account a number of factors such as the size of your shareholding at the Record Date, the extent to which you have sold or purchased Shares since the Record Date, whether you have multiple registered holdings, the date on which your application was made and the total applications received from Eligible Shareholders.

(c)           Return of excess application monies: The Company will refund to you by direct credit deposit to your nominated bank account (where you have given your nomination to the Share Registry) or by cheque, the difference between your application money and the total Offer price for the New Shares issued to you.

5.             Participation Costs

You must pay the Issue Price per New Share and any fees or charges incurred by you in making an application under the Offer, for example, bank fees or fees of professional advisors. No commission is payable by the Company on the issue of the New Shares and no brokerage applies.

6.             Rights Attaching

The rights and obligations of the New Shares are contained in the Constitution of the Company (which is available for inspection at the registered office of the Company during the period of the Offer). The New Shares will be issued on the same terms as all other ordinary shares in the Company and the Company will apply for the New Shares to be quoted on ASX and AIM. If the New Shares are not quoted on ASX, the New Shares will not be issued and funds will be refunded.

7.             Allotment of New Shares

Subject to these terms and conditions, the New Shares will be allotted as soon as possible after the Offer closing date. The Company will send or cause to be sent to you a holding statement in due course.

8.             Payment for New Shares

Applications under the Offer may be made as follows:

Shareholder's registered address

Online payment

Cheque

Australia

BPay® (see details in Application Form)

By cheque following the instructions on the Application Form

New Zealand

Contact the Company on +61 8 6559 5800 at any time from 8.30am to 5.00pm (AWST time) Monday to Friday or SPP@so4.com.au during the Offer period, for electronic funds transfer payment arrangements

By cheque following the instructions on the Application Form

United Kingdom

Contact the Company on +61 8 6559 5800 at any time from 8.30am to 5.00pm (AWST time) Monday to Friday or SPP@so4.com.au during the Offer period, for electronic funds transfer payment arrangements

By cheque following the instructions on the Application Form

Computershare Investor Services Plc, in its capacity as Depositary, will despatch a letter and application form to all Eligible DI Holders setting out the relevant details in respect of an application and payment for New Depositary Interests under the Offer. Eligible DI Holders wishing to participate need to complete the application form, and only GBP payments by bank transfer will be allowed.  Any further information can be obtained by telephone on +44 (0)370 707 4040 or by email OFSPaymentQueries@Computershare.co.uk.

If you do not provide the exact amount of application monies, the Company reserves the right to issue you a lesser number of New Shares and (if necessary) return a portion of your funds. No interest will be paid on money returned.

9.             Risks

New Shares are a speculative investment and the market price may change between the dates you apply for New Shares and the issue of New Shares to you. Accordingly, the value of New Shares applied for may rise or fall.

This Offer is not a prospectus and does not require the types of disclosures required under the Corporations Act. You must rely on your own knowledge of the Company, previous disclosures made by the Company to ASX, and, if necessary, consult your professional advisor when deciding whether or not to participate in the Offer.

This document does not constitute a prospectus or admission document and in the UK no such documents will be ‎‎made available in connection with the Offer and no prospectus is required ‎‎(in accordance with EU Prospectus Regulation ‎‏2017‏‎/‎‏1129‏‎ "Prospectus Regulation")) to be published. 

The terms and conditions of the Offer should be read in conjunction with the Company's continuous and periodic disclosures given to ASX, which are available on ASX's website at www.asx.com.au (under the Company's code "SO4") and the Company's website at www.so4.com.au. In particular, the Company refers you to the 'Key Risks' section of the Company's investor presentation released to the ASX on 11 December 2020.

10.           Privacy

By receiving completed applications under the Offer, the Company collects personal information about shareholders. The Company will use this information for the purposes of processing the application and updating the records of the Company. Unless required by the law, the Company will not disclose the personal information for another purpose without the consent of the shareholder. Except as stated by the law, shareholders are able to access, upon request, their personal information held by the Company. For further information about how we manage your personal information or if you wish to obtain a copy of the Company's Privacy Policy, please contact us.

11.           Use of Funds

The Board presently intends that the funds raised from the Offer will be applied towards:

(a)           cash back a bank guarantee for the APA gas pipeline;

(b)           variations to ramp up vs bank model;

(c)           offset recent AUD strength;

(d)           transaction fees; and

(e)           general working capital (including corporate and administration costs, and costs of the Offer).

As with any intended budget or use of funds, this is a statement of current intentions as at the date of this Offer. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

12.           Important Dates

The important dates in relation to this Offer are summarised below.

Event

Shareholders

Depositary interest holders

Record Date

10 December 2020 (1pm AEDT)

10 December 2020 (6pm GMT)

Announcement of SPP

11 December 2020

11 December 2020

Offer Document and Application Form made available to Eligible Shareholders

Lodge SPP cleansing notice with ASX

Offer opening date

18 December 2020

18 December 2020

Offer closing date

22 January 2021 (5pm AEDT)

21 January 2021 (1pm GMT)

Announcement of results

28 January 2021

 

28 January 2021

Issue of New Shares

3 February 2021

3 February 2021

These above dates are indicative only. The Company may vary the dates and times of the Offer by lodging a revised notice with ASX.

New Shares issued under the Offer will be issued as soon as practicable after the Offer closing date. Application for quotation on ASX of the New Shares will be made immediately following the issue of those Shares. Application for the New Shares to be admitted to trading on AIM will be made with effect from their unconditional allotment and issue.

13.           Joint Holders

If you are a joint holder of existing Shares, you are taken to be a single registered holder of existing Shares for the purposes of determining whether you are an Eligible Shareholder and joint holders are entitled to participate in the Offer in respect of that single holding only. If as joint holders, you receive more than one offer under the Offer due to multiple identical holdings, you may still only contribute a maximum of A$30,000 (£16,950) in applying for New Shares.

14.           Custodians

Eligible Shareholders who hold Shares as a "custodian" (as defined in ASIC Instrument 2019/547) (Custodian) may participate in the Offer on behalf of one or more persons whom the Custodian holds Shares on behalf of (Custodian Beneficiaries). If a Custodian applies for New Shares on behalf of a Custodian Beneficiary, the Company may not issue New Shares to the Custodian under the Offer with a total application price exceeding A$30,000 (£16,950) in any 12 month period unless, the Custodian provides the Company with a notice in writing certifying the following matters required by ASIC Instrument 2019/547 section 8(3) (Custodian Certificate):

(a)           either or both of the following:

(i)                that the Custodian holds the Shares on behalf of one or more persons that are not custodians (Participating Beneficiaries); or

(ii)               that another custodian (Downstream Custodian) holds beneficial interests in Shares on behalf of a Participating Beneficiary, and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:

(iii)              where sub-paragraph (a)(i) applies - the Custodian; and

(iv)              where sub-paragraph (a)(ii) applies - the Downstream Custodian, to apply for New Shares under the Offer on their behalf;

(b)           the number of Participating Beneficiaries;

(c)           the name and address of each Participating Beneficiary, and that each Participating Beneficiary's address is located in Australia, New Zealand or the United Kingdom;

(d)           that each Custodian Beneficiary is not in the United States and it is not acting for the account or benefit of a person in the United States, and that the Custodian has not sent any materials relating to the Offer to any person in the United States;

(e)           in respect of each Participating Beneficiary:

(i)                where sub-paragraph (a)(i) applies - the number of Shares that the Custodian holds on their behalf; and

(ii)               where sub-paragraph (a)(ii) applies - the number of Shares to which the beneficial interests relate;

(f)            in respect of each Participating Beneficiary:

(i)                where sub-paragraph (a)(i) applies - the number or the dollar amount of New Shares they instructed the Custodian to apply for on their behalf; and

(ii)               where sub-paragraph (a)(ii) applies - the number or the dollar amount of New Shares they instructed the Downstream Custodian to apply for on their behalf;

(g)           there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds A$30,000 (£16,950):

(i)                the New Shares applied for by the Custodian under the Offer in accordance with the instructions referred to in sub-paragraph (f); and

(ii)               any other Shares issued to the Custodian in the 12 months before the application as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Offer;

(h)           that a copy of this Offer was given to each Participating Beneficiary; and

(i)            where sub-paragraph (a)(ii) applies - the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary.

For the purposes of ASIC Instrument 2019/547 you are a 'Custodian' if you provide a custodial or depository service in relation to shares of a body or interests in a registered scheme and who:

(a)           holds an Australian financial services licence covering the provision of a custodial or depository service;

(b)           is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depository service;

(c)           holds an Australian financial services licence covering the operation of an IDPS or is a responsible entity of an IDPS-like scheme;

(d)           is a trustee of a self-managed superannuation fund or a superannuation master trust; or

(e)           is a registered holder of shares or interests in the class and is noted on the register of members of the body or scheme as holding the shares or interests on account of another person.

If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (see paragraph 4.2 above) apply.

Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate and if you would like further information on how to apply, you should contact the Company's Share Registry at any time from 8.30am to 5.00pm (AWST time) Monday to Friday during the Offer period.

The Company reserves the right to reject any application for Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with these terms and conditions.

If an Eligible DI Holder is a custodian, it may participate in the Offer on behalf of one or more persons whom the Custodian holds shares on behalf of.  If an Eligible DI Holder is applying on behalf of multiple underlying beneficiaries, they should send an email confirming the number of beneficiaries participating and the number of Shares they are applying for to OFSPaymentQueries@Computershare.co.uk or enclose a letter confirming the same when returning the application form.  Please note that name and address details of the participating beneficiaries are not required.

15.           Foreign Offering Restrictions

15.1         Distribution

This document does not constitute an offer of Shares in any jurisdiction in which it would be unlawful, and has been prepared for distribution in Australia, New Zealand and the United Kingdom only and may not be released or distributed elsewhere. In particular, this document does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States. The Shares have not been, and will not be, registered under the US Securities Act of 1933 (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Shares may not be offered or sold, directly or indirectly, to any person in the United States, except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. Persons in the United States may not, directly or indirectly, participate in the SPP.

15.2         New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the Offer of New Shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. This document has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

15.3         United Kingdom

The New Shares are not being offered or sold to the public within the United Kingdom other than to existing shareholders of the Company as at the Record Date (pursuant to Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended) with registered addresses in the United Kingdom. Neither the information in this document nor any other document relating to the Offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no admission document (for the purposes of the AIM market) or prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ('FSMA')) has been published or is intended to be published in respect of the securities. This document is issued on a confidential basis to fewer than 150 persons (other than 'qualified investors' (as defined in Article 2(e) of the Prospectus Regulation) in the United Kingdom and the aggregate amount of this Offer in the United Kingdom is below Euros 8 million. Therefore, there is no requirement to publish a prospectus pursuant to the Prospectus Regulation. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 FSMA) received in connection with the issue or sale of the securities has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) FSMA does not apply to the Company.

15.4         Custodians

The Company is not required to determine, and will not determine, the identity or residence of any beneficial owners of Shares. Each Custodian will need to determine for itself whether its beneficiaries are eligible to participate in the Offer.

16.           No Financial Advice

This document does not provide financial advice and has been prepared without taking account of any person's investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the Offer having regard to your investment objectives, financial situation or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters.

17.           Acknowledgement

By making an application under the Offer, you:

(a)           irrevocably and unconditionally agree to the terms and conditions of the Offer and the terms and conditions of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the Offer;

(b)           warrant that all details and statements in your application are true and complete and not misleading;

(c)           agree that your application will be irrevocable and unconditional (that is, it cannot be withdrawn even if the market price of the Shares is less than the Issue Price);

(d)           warrant that you are an Eligible Shareholder and are eligible to participate in the Offer;

(e)           acknowledge that no interest will be paid on any application monies held pending the issue of Shares under the Offer or subsequently refunded to you for any reason;

(f)            acknowledge that the Company and its officers and agents, are not liable for any consequences of the exercise or non-exercise of its discretions referred to in these terms and conditions;

(g)           if you are applying on your own behalf (and not as a Custodian), acknowledge and agree that:

(i)                you are not applying for Shares with an application price of more than A$30,000 under the Offer (including by instructing a Custodian to acquire Shares on your behalf under the Offer); and

(ii)               the total of the application price for the following does not exceed A$30,000:

(A)              the Shares the subject of the application;

(B)              any other Shares issued to you under the Offer or any similar arrangement in the 12 months before the application (excluding Shares applied for but not issued);

(C)              any other Shares which you have instructed a Custodian to acquire on your behalf under the Offer; and

(D)              any other Shares issued to a Custodian in the 12 months before the application as a result of an instruction given by you to the Custodian to apply for Shares on your behalf under an arrangement similar to the Offer;

(h)           if you are a Custodian and are applying on behalf of a Participating Beneficiary on whose behalf you hold Shares, acknowledge and agree that:

(i)                you are a Custodian ;

(ii)               you hold Shares (directly or indirectly) on behalf of one or more Participating Beneficiaries;

(iii)              you held Shares on behalf of the Participating Beneficiary as at the Record Date who has instructed you to apply for Shares on their behalf under the Offer;

(iv)              each Participating Beneficiary on whose behalf you are applying for Shares has been given a copy of this document;

(v)               the application price for the Shares applied for on behalf of the Participating Beneficiary, and any other Shares applied for on their behalf under a similar arrangement in the previous 12 months (excluding Shares applied for but not issued), does not exceed A$30,000; and

(vi)              the information in the Custodian Certificate submitted with your application is true, correct and not misleading;

(i)            agree to be bound by the Constitution of the Company (as amended from time to time);

(j)            acknowledge that none of the Company, its advisers or agents, has provided you with any financial product or investment advice or taxation advice in relation to the Offer, or has any obligation to provide such advice;

(k)           authorise the Company, and its officers and agents, to correct minor or easily rectified errors in, or omissions from, your application and to complete the Application Form by the insertion of any missing minor detail;

(l)            you are an Eligible Shareholder and are eligible to participate in the SPP;

(m)          represent that you are not in the United States nor subscribing for Shares for the account or benefit of a person in the United States;

(n)           acknowledge that the Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and, accordingly, the Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;

(o)           acknowledge that the Shares will only be offered and sold outside the United States in "offshore transactions" (as defined in and in reliance on Regulation S under the US Securities Act);

(p)           if in the future you decide to sell or otherwise transfer the Shares, you will do so in a regular way on ASX where neither you nor any person acting on your behalf know, or have reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States; and

(q)           have not distributed this document or any other documents relating to the Offer to, any person in the United States or elsewhere outside Australia, New Zealand and the United Kingdom. Failure to comply with these restrictions may result in violations of applicable securities laws.

Failure to comply with these restrictions may result in violations of applicable securities laws.

18.           Additional provisions

18.1         Amendments

The Company may amend the terms of the Offer at any time. Any material amendments will be announced to the ASX and on AIM.

18.2         Termination

The Company may terminate or otherwise withdraw the Offer at any time. Any termination or withdrawal will be announced to the ASX and on AIM, and any application monies received will be refunded without interest.

18.3         Interpretation

The Company may act or omit to act in relation to the Offer (including applying the terms of the Offer) in its absolute discretion. The Company may settle any difficulty of question of fact or interpretation in relation to the Offer in any matter it thinks fit, whether generally or in relation to any participant, application or Share. The Company's decision will be conclusive and binding. The Company reserves the right to waive strict compliance with the terms of the Offer. The Board or any delegate may exercise the powers of the Company under the terms of the Offer.

Appendix B - PDMR Notifications

 

Notification of Transactions of Persons Discharging Managerial Responsibility and Persons Closely Associated with them

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Tony Swiericzuk

2

Reason for the notification

a)

Position/status

Managing Director and Chief Executive Officer

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Salt Lake Potash Limited

b)

LEI

213800ZYZHFUDQ784B24

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

Performance Rights

Identification code

AU0000SO4AB0

b)

Nature of the transaction

Issue of performance rights.

c)

 

Price(s) and volume(s)







Price(s)

Volume(s)




Nil

379,377







d)

 

Aggregated information


- Aggregated volume

Aggregate volume: 379,3777

Aggregate price: N/A

Aggregate total: N/A

- Price


e)

Date of the transaction

18 December 2020

f)

Place of the transaction

Off market transaction

 

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Tony Swiericzuk

2

Reason for the notification

a)

Position/status

Managing Director and Chief Executive Officer

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Salt Lake Potash Limited

b)

LEI

213800ZYZHFUDQ784B24

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

Ordinary shares of no par value

Identification code

AU000000SO44

b)

Nature of the transaction

Issue of shares on conversion of vested performance rights.

c)

 

Price(s) and volume(s)







Price(s)

Volume(s)




Nil

228,324







d)

 

Aggregated information


- Aggregated volume

Aggregate volume: 228,324

Aggregate price: N/A

Aggregate total: N/A

- Price


e)

Date of the transaction

18 December 2020

f)

Place of the transaction

Off market transaction

 

 

Notification of Transactions of Persons Discharging Managerial Responsibility and Persons Closely Associated with them

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Peter Thomas

2

Reason for the notification

a)

Position/status

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

Salt Lake Potash Limited

b)

LEI

213800ZYZHFUDQ784B24

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

A: Unlisted Option exercisable at $0.60 each and expiring 1 November 2023

B: Unlisted Option exercisable at $1.00 each and expiring 1 November 2023

Identification code

A: AU0000064636

B: AU0000064644

b)

Nature of the transaction

Issue of options as an incentive and in consideration for services provided following shareholder approval.

c)

 

Price(s) and volume(s)







Price(s)

Volume(s)


A


A$0.00

200,000


B


A$0.00

300,000







d)

 

Aggregated information


- Aggregated volume

Aggregate volume: 500,000

Aggregate price: N/A

Aggregate total: N/A

- Price


e)

Date of the transaction

18 December 2020

f)

Place of the transaction

Off market transaction

 

 

Notification of Transactions of Persons Discharging Managerial Responsibility and Persons Closely Associated with them

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Philip Montgomery

2

Reason for the notification

a)

Position/status

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

Salt Lake Potash Limited

b)

LEI

213800ZYZHFUDQ784B24

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

A: Unlisted Option exercisable at $0.60 each and expiring 1 November 2023

B: Unlisted Option exercisable at $1.00 each and expiring 1 November 2023

Identification code

A: AU0000064636

B: AU0000064644

b)

Nature of the transaction

Issue of options as an incentive and in consideration for services provided following shareholder approval.

 

c)

 

Price(s) and volume(s)







Price(s)

Volume(s)


A:


A$0.00

200,000


B:


A$0.00

300,000







d)

 

Aggregated information


- Aggregated volume

Aggregate volume: 500,000

Aggregate price: N/A

Aggregate total: N/A

- Price


e)

Date of the transaction

18 December 2020

f)

Place of the transaction

Off market transaction

 

 

 

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