Announcement PDF ASX ANNOUNCEMENT ASX: APC 22 November 2021 Share Purchase Plan – Shareholders’ Invitation to Participate Australian Potash Limited (ASX: APC or the Company) is pleased to provide a copy of the letter being sent to eligible APC shareholders regarding the Company’s Share Purchase Plan that was previously announced on 2 November 2021 (SPP). Accompanying the letter is the SPP Terms and Conditions and an example application form. This release was authorised by the Board of the Directors. Matt Shackleton Managing Director & CEO m.shackleton@australianpotash.com.au +61 (0) 438 319 841 Michelle Blandford Company Secretary m.blandford@australianpotash.com.au +61 (0) 408 088 295 About Australian Potash Limited APC holds a 100% interest in the Lake Wells Sulphate of Potash (LSOP), located approximately 500km northeast of Kalgoorlie, in Western Australia's Eastern Goldfields. The Company is finalising pre-development plans for commencement of construction. First production from the LSOP is scheduled for 24 to 27 months from a Final Investment Decision. K-Brite is a registered trademark brand of Australian Potash Limited and the brand under which the suite of high quality, premium SOP products from the LSOP will be marketed. APC holds a 100% interest in the Laverton Downs Project, located 5kms north of Laverton, in Western Australia's Eastern Goldfields.i APC holds a 30% free-carried interest in the Lake Wells Gold Project, located 500kms northeast of Kalgoorlie, in Western Australia's Eastern Goldfields.ii Please visit www.australianpotash.com.au for more information. i Refer to ASX Announcement 9 April 2021 ii Refer to ASX Announcement 8 April 2021 Page 2 of 2 22 November 2021 Dear Shareholder, Invitation to Participate in Share Purchase Plan On 2 November 2021, Australian Potash Limited (ACN: 149 390 394) (APC or the Company) announced that it had received binding commitments to undertake a placement of fully paid ordinary shares at a price of $0.08 per share, to raise $12 million (Placement). The Placement is being issued to institutional and sophisticated investors in two tranches; the first tranche utilising the Company’s available placement capacity under ASX Listing Rule 7.1; and the second tranche subject to shareholder approval at the Company’s annual general meeting scheduled for 15 December 2021 (AGM). In order to provide all eligible shareholders with the ability to participate in this capital raising, the Company is pleased to provide details of its Share Purchase Plan (SPP) offer. Under the SPP, APC is giving each Eligible Shareholder (as defined below) the opportunity to purchase up to $30,000 worth of fully paid ordinary shares (New Shares), irrespective of the size of their shareholding, without incurring brokerage or transaction costs. Per ASX requirements, the issue of the New Shares under the SPP is subject to shareholder approval at the AGM. The offer under the SPP (Offer) is intended to raise up to $2,000,000 (before expenses) on the terms and conditions (Terms and Conditions) enclosed with this letter. In the event of over-subscriptions, the Company will scale back applications to the limit, at the Board’s discretion. The Offer is not underwritten. Eligible Shareholders are encouraged to read the Terms and Conditions before applying under the Offer. Shareholders Eligible to Participate in the SPP Participation under the SPP is optional and is available exclusively to shareholders who are registered as holders of Shares at 5.00pm AWST on 1 November 2021 and whose registered address is in Australia or New Zealand (Eligible Shareholders). Share Purchase Plan The SPP entitles Eligible Shareholders to purchase up to $30,000 worth of New Shares. The issue price of the New Shares will be $0.08 (Price), being the same price as shares issued under the Placement. The volume weighted average price of Shares traded on the ASX during the five (5) trading days immediately prior to the announcement date of the Offer was $0.1262 (VWAP Price), and the Price under the Offer represents a discount of 36.6% to the VWAP Price. The SPP is intended to raise up to $2,000,000, and the Company will undertake a scale-back in the case of over-subscriptions. The ASX has granted the Company a waiver from ASX Listing Rule 10.11 to the extent necessary to permit the directors of the Company who qualify as Eligible Shareholders to participate in the SPP without shareholder approval under ASX Listing Rule 10.11 on the following conditions:  shareholders approve the SPP; and  directors and their associates are offered shares under the SPP on the same terms as other shareholders. An outline of the SPP is set out in this letter and the enclosed Terms and Conditions. An application form for the SPP (Application Form) is included in this package. Subscription and Application Procedure Eligible Shareholders may participate by selecting only one of the following offers to purchase New Shares under the SPP: Total amount payable Number of New Shares Offer A $30,000 375,000 Offer B $20,000 250,000 Offer C $15,000 187,500 Offer D $10,000 125,000 Offer E $5,000 62,500 Offer F $2,000 25,000 If you apply for New Shares under the Offer you are applying for a certain value of New Shares at the Price, rather than a certain number of New Shares. If you would like to participate in the Offer, you can either:  make an electronic funds transfer (EFT) payment from your cheque or savings account by using the unique Reference Number shown on your Application Form which is required to identify your holding. If you make your payment using EFT you do not need to return your Application Form. Payments must be received by the share registry no later than 5.00pm (AWST) on 13 December 2021 (Closing Date); or  make a BPAY®1 payment from your cheque or savings account by using the Biller Code and Reference Number shown on your Application Form which is required to identify your holding. If you make your payment using BPAY® you do not need to return your Application Form. Payments must be received by the share registry by the Closing Date. Further details relating to payment options are provided in the Terms and Conditions. Once an application has been made it cannot be revoked. All valid applications shall be deemed accepted if received before the Closing Date. If the exact amount of money is not paid by EFT or BPAY®, the Company reserves the right to either:  return your payment and not allot any New Shares to you; or  allot to you the number of New Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you as soon as possible, without interest. 1 ®Registered to BPAY Pty Ltd; ABN 69 079 137 518 Australian Potash Limited (ASX:APC) Page 2 of 4 Any monies returned by the Company will be by cheque in Australian currency. The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account). Custodians and Nominees Eligible Shareholders who hold Shares as custodian or nominee for one or more persons on the Record Date (Participating Beneficiary) may apply for up to a maximum amount of $30,000 worth of Shares in respect of each Participating Beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to the Company, as described in the Terms and Conditions enclosed with this letter. Please refer to the Terms and Conditions for more details. Indicative Timetable Record Date 1 November 2021 (5.00pm AWST) Announcement Date 2 November 2021 Dispatch of Offer document and Application Forms to Eligible Shareholders 22 November 2021 Opening Date of Offer 22 November 2021 Closing Date for acceptance 13 December 2021 (5.00pm AWST) Date of AGM 15 December 2021 Date of issue of New Shares (subject to Shareholder approval at the AGM) 17 December 2021 These dates are indicative only. Subject to the Listing Rules, the Company may vary the dates and times of the Offer without notice, although the SPP will not close early. However, shareholders are encouraged to submit their application as early as possible upon receipt of the SPP documentation. Acceptance of Risk Factors On the last trading day immediately prior to the announcement date of the Offer, the closing price of the shares traded on ASX was $0.115. The market price of shares in the Company may rise and fall between the date of the Offer or the date of acceptance of the Offer, and the date that any New Shares are issued to you. By making an application under this Offer and applying for New Shares under the SPP, each Eligible Shareholder will be acknowledging that although the Price of $0.08 is at a discount to trading immediately prior to announcement, shares are a speculative investment and the price of shares on ASX may change between the date of APC announcing its intention to make an Offer and the date of issue of New Shares under that Offer and that the value of the New Shares received under the SPP may rise or fall accordingly. The directors recommend that you obtain your own financial advice in relation to the Offer and consider price movements of shares in the Company prior to making an application under this Offer. Australian Potash Limited (ASX:APC) Page 3 of 4 Current Activities and Use of Funds Details of the Company’s current activities are set out in the announcements made by APC to the ASX and are available from the ASX, or the Company’s website at www.australianpotash.com.au. In conjunction with the Placement announced on 2 November 2021, the SPP is expected to provide the Company with additional funds of $2 million before costs, taking the entire capital raising to $14 million before costs. It is anticipated that the funds raised will be mainly used to progress borefield development activities and associated earthworks at the Lake Wells Sulphate of Potash Project, together with working capital. Should you wish to discuss any information contained in this letter further, do not hesitate to contact APC’s Company Secretary, Michelle Blandford on (08) 9322 1003 or email admin@australianpotash.com.au. On behalf of the Board of Directors, I would like to thank you for your continued support of the Company. Yours faithfully Matt Shackleton Managing Director & CEO Australian Potash Limited (ASX:APC) Page 4 of 4 Share Purchase Plan Terms & Conditions This document is not for release to US wire services or for distribution in the US Australian Potash Limited ACN: 149 390 394 Share Purchase Plan – Terms & Conditions 1. SUMMARY OF OFFER 1.1 This Offer entitles each Eligible Shareholder in Australian Potash Limited (Company) to subscribe through the Company’s Share Purchase Plan (SPP) for a maximum of $30,000 worth of fully paid ordinary shares in the Company (New Shares) (when combined with any shares issued under any share purchase plan in the 12 months preceding the date of the SPP – the Company has not issued a share purchase plan in the last 12 months) without incurring brokerage in accordance with the following Terms and Conditions (Offer). 1.2 The issue of the New Shares is subject to Shareholder approval at the annual general meeting of the Company currently scheduled to be held on 15 December 2021 (AGM). 1.3 The SPP is expected to raise up to $2,000,000. 1.4 The issue price of the New Shares is $0.08 (Price), being the same price as the fully paid ordinary shares (Shares) offered under a two tranche $12million placement to institutional and sophisticated investors announced on 2 November 2021 (Placement). The issue of Shares under the first tranche of the Placement was undertaken utilising the Company’s available placement capacity under ASX Listing Rule 7.1 (T1 Shares). The issue of Shares under the second tranche of the Placement will be subject to Shareholder approval at the AGM (T2 Shares). 1.5 All New Shares issued under the SPP will rank equally with existing fully paid ordinary shares from the date of issue, and carry the same voting rights, dividend rights and other entitlements as existing Shares. 1.6 The SPP is established pursuant to the Corporations Act 2001 (Cth) as amended by Australian Securities and Investment Commission (ASIC) regulatory instrument ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (RI 2019/547) and, to the extent applicable, the ASX Listing Rules or any waiver granted thereof. Compliance with RI 2019/547 exempts the Company from having to issue a disclosure document (eg. prospectus) for the offer of the New Shares. This SPP is intended to be a “Purchase Plan” for the purposes of RI 2019/547 and is to be read and construed and administered in a manner which causes the SPP to qualify and satisfy the requirements of a Purchase Plan under RI 2019/547. 1.7 The SPP is governed upon such terms and conditions as the Directors of the Company, in their absolute discretion, see fit (subject to compliance with RI 2019/547 and, to the extent applicable, the ASX Listing Rules or any waiver granted thereof). 1.8 This document does not provide financial advice and has been prepared without taking into account any person’s investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP 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. No cooling off regime applies in respect of the acquisition of the New Shares (whether the regime is provided for by law or otherwise). Page 2 Share Purchase Plan – Terms & Conditions 2. ELIGIBILITY 2.1 Participation in the Offer is optional and is subject to these Terms and Conditions. Offers made under the SPP are non-renounceable (ie. Eligible Shareholders may not transfer their rights to any New Shares offered under the SPP). Eligible Shareholders who wish to take up New Shares issued under the SPP agree to be bound by the Company’s Constitution in respect of New Shares issued under the SPP. 2.2 Registered holders of Shares that are registered with an Australian or New Zealand address at 5.00pm AWST on 1 November 2021 (Record Date) are eligible shareholders (Eligible Shareholders) and may participate in the SPP, unless: (a) you hold Shares on behalf of another person who resides outside Australia or New Zealand in which case you will not be eligible to participate in respect of the Shares of that person unless participation complies with all applicable foreign laws; or (b) you are, or are acting for the account or benefit of, a US Person as defined in Regulation S under the US Securities Act of 1933, as amended (US Person). Due to foreign securities laws, it is not practical for shareholders (or beneficial shareholders) resident in other countries to be offered the opportunity to participate in the Offer. 2.3 The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account). Applicants must ensure that the aggregate of the application price paid for the New Shares the subject of the Application and any other shares and interests in the class applied for under the SPP or any similar arrangement in the 12 months prior to the date of submission does not exceed $30,000. 2.4 Joint holders of Shares will be taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and a certification under section 9.5 by one joint holder will be effective in respect of the other joint holder(s). 2.5 The SPP will be offered on the same terms and conditions to each Eligible Shareholder. For the avoidance of doubt, all Eligible Shareholders will receive the same offer, irrespective of the number of Shares which they hold at the Record Date. 2.6 The ASX has granted the Company a waiver from ASX Listing Rule 10.11 to the extent necessary to permit the Directors of the Company who qualify as Eligible Shareholders to participate in the SPP without Shareholder approval under ASX Listing Rule 10.11 on the following conditions:   Shareholders approve the SPP; and Directors and their Associates are offered Shares under the SPP on the same terms as other Shareholders. Page 3 Share Purchase Plan – Terms & Conditions 3. CUSTODIANS, TRUSTEES AND NOMINEES 3.1 An Eligible Shareholder that holds Shares as a custodian (as defined in RI 2019/547 (refer below) (Custodian) or in any more specific ASIC relief granted to the Company in relation to the SPP), may apply for up to the maximum value of New Shares for each beneficiary for whom they act as custodian provided they annexe to their Application Form a certificate (Custodian Certificate) with the following information: (a) either or both of the following: i. that the Custodian held Shares on behalf of one or more other persons who are resident in Australia or New Zealand (each a Participating Beneficiary); or ii. that another custodian (the Downstream Custodian) held Shares on behalf of one or more Participating Beneficiaries 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 given an instruction to apply for New Shares under the SPP on their behalf to the following persons: iii. where section 3.1(a)(i) applies – the Custodian; and iv. where section 3.1(a)(ii) applies – the Downstream Custodian; (b) the number of Participating Beneficiaries and their names and addresses; (c) in respect to each Participating Beneficiary: i. where section 3.1(a)(i) applies – the number of Shares that the Custodian holds on their behalf and the dollar amount of New Shares they instructed the Custodian to apply for on their behalf; and ii. where section 3.1(a)(ii) applies – the number of Shares to which the beneficial interests relate and the dollar amount of New Shares they instructed the Downstream Custodian to apply for on their behalf; (d) that there are no Participating Beneficiaries in respect of which the total application price for the following exceeds $30,000: i. the New Shares applied for under the Offer in accordance with the instructions referred to in section 3.1(c); 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 behalf under an arrangement similar to the SPP; (e) that a copy of the written offer document was given to each Participating Beneficiary; and Page 4 Share Purchase Plan – Terms & Conditions (f) 3.2 where section 3.1(a)(ii) applies, the name and address of each custodian who holds beneficial interests in Shares held by the Custodian in relation to each Participating Beneficiary. For the purposes of RI 2019/547 an entity is a ‘custodian’ if they are a registered holder that: (a) holds an Australian financial services licence covering the provision of a custodial or depository service; (b) is exempt under: i. paragraph 7.6.01(1)(k) of the Corporations Regulations 2001 (Cth) (Regulations); or ii. paragraph 7.6.01(1)(na) of the Regulations; or iii. ASIC Class Order [CO 14/1000] or ASIC Class Order [CO 14/1001]; or iv. Schedule 2 to the ASIC Corporations (Repeal and Transitional) Instrument 2016/396; or v. an individual instrument of relief granted by ASIC to the person in terms similar to one of the class orders referred to in section 3.2(c)(iii) above; or vi. paragraph 911A(2)(h) of the Corporations Act 2001 (Cth); from the requirement to hold an Australian financial services licence for the provision of a custodial or depositary service; or (c) holds an Australian financial services licence covering the operation of an IDPS or is responsible entity of an IDPS-like scheme (where IDPS and IDPS-like scheme have the meanings as defined in ASIC Class Orders [CO 13/763] and [CO 13/762] respectively); (d) is a trustee of a self-managed superannuation fund or a superannuation master trust (as defined in RI 2019/547); (e) is a registered holder of shares or interests in the class and is noted on the register of members of the Company as holding the shares or interests on account of another person. 3.3 If an entity holds Shares as a trustee or nominee for another person or persons but is not a Custodian as defined above, they cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (refer section 2.3) apply. 3.4 Custodians should request a Custodian Certificate when making an Application on behalf of Participating Beneficiaries. To request a Custodian Certificate and if they would like further information on how to apply, they should contact Automic Registry Services (Share Registry) during the Offer period on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia). Completed Custodian Certificates should be emailed to the Share Registry at custodialcertificates@automicgroup.com.au. Page 5 Share Purchase Plan – Terms & Conditions 3.5 The Company reserves the right to reject any Application for New 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. 4. FOREIGN SHAREHOLDER RESTRICTIONS 4.1 This document and the accompanying Letter (Documents) may not be released or distributed in any country other than Australia or New Zealand. The Documents do not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. 4.2 In particular, any securities described in the Documents have not been, and will not be, registered under the US Securities Act of 1933 (as amended), or the securities laws of any state or other jurisdiction of the United States and may not be directly or indirectly offered, sold or resold to: (a) a US Person or a person acting for the account or benefit of a US Person; or (b) a person within the United States or a person acting for the account or benefit of a person within the United States. Because of the legal restrictions, and consistent with the representations contained in these Terms and Conditions and the Application Form, you must not: 4.3 (c) send copies of the Documents or any other material relating to the SPP to any person in the United States or who is, or is acting for the account or benefit of, US Persons; or (d) submit an Application Form or make payment for New Shares for any person in the United States or who is, or is acting for the account or benefit of, US Persons. The Documents have not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (FMC Act). The Documents are not an investment statement or prospectus under New Zealand law and are not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain. The New Shares offered under the SPP 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 and to whom the Offer is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (as amended) (New Zealand). 5. ISSUE PRICE 5.1 The issue price of the New Shares is $0.08, being the same price as the Shares offered under the Placement. The Price represents a 30.4% discount to the closing share price of $0.115 on 28 October 2021, being the last day the Company’s shares were traded prior to the announcement of the SPP, and a 36.6% discount to the volume weighted average price of the Company’s shares on the ASX during the five (5) trading days immediately prior to the announcement date of the SPP which was $0.1262. Page 6 Share Purchase Plan – Terms & Conditions 5.2 No brokerage, commissions or other transaction costs are payable by Eligible Shareholders in respect of the Application for, and allotment under, the Offer. 5.3 The New Shares are a speculative investment, and the price of Shares may rise or fall between the date of this Offer and the date the New Shares are issued. This means that the price paid for a New Share under the SPP may be greater or less than the price of Shares at the time the Offer is accepted by Eligible Shareholders. 6. PARTICIPATION 6.1 Eligible Shareholders may acquire a maximum of $30,000 worth of New Shares under the SPP by agreeing to accept one of the following parcels: Total amount payable Number of New Shares Offer A $30,000 375,000 Offer B $20,000 250,000 Offer C $15,000 187,500 Offer D $10,000 125,000 Offer E $5,000 62,500 Offer F $2,000 25,000 6.2 The maximum investment for each Eligible Shareholder is $30,000 and the minimum investment is $2,000. You may not apply for more than $30,000 of New Shares in aggregate under the Offer, even though you may receive more than one offer, or offers in more than one capacity, under the Offer. 6.3 If you apply for New Shares under the Offer you are applying for a certain value of New Shares at the Price (defined in section 1.4), rather than a certain number of New Shares. 6.4 Participation in the SPP is entirely at the option of each Eligible Shareholder. If you are in any doubt as to whether you should participate in the SPP or how such participation will affect you (including taxation implications), you should contact your professional adviser. The Company makes no recommendations as to the desirability or otherwise of your participation in the SPP. 7. NUMBER OF SHARES OFFERED 7.1 The SPP is intended to raise up to $2,000,000. 7.2 If the Company receives Applications for more than $2,000,000 of New Shares under the SPP, it will under the Board’s absolute discretion, undertake a scale-back. If there is a scaleback, applicants may not receive all the New Shares for which they have applied, however all applicants will be treated equally and scaled back on a pro rata basis in a manner which complies with RI 2019/547. If a scale-back produces a fractional number when applied to an Application, the number of New Shares to be allotted will be rounded down to the nearest whole number of New Shares and any excess monies promptly refunded without interest. Page 7 Share Purchase Plan – Terms & Conditions Any Application monies refunded by the Company will be paid by cheque in Australian currency. 7.3 The maximum number of New Shares to be issued under the SPP is 25,000,000, the issue of which is subject to Shareholder approval being received at the AGM. 8. TIMETABLE 8.1 The indicative timetable for the SPP is as follows: Event Date Record Date 1 November 2021 (5.00pm AWST) Announcement Date 2 November 2021 Dispatch of Offer and Application Forms to Eligible Shareholders 22 November 2021 Opening date of Offer (Opening Date) 22 November 2021 Closing date for acceptances (Closing Date) 13 December 2021 (5.00pm AWST) Date of AGM 15 December 2021 Date of issue of New Shares (Issue Date) (subject to Shareholder approval) 17 December 2021 8.2 Subject to the ASX Listing Rules, the dates in the above table are indicative only and may change. The Company reserves the right to vary these dates, either generally or in particular cases, without notifying any recipient of this Offer or any applicants, however the SPP will not close early. Eligible Shareholders who wish to submit an Application are encouraged to do so as soon as practicable after the Documents are received and the SPP opens. 8.3 The Company will apply for the issued New Shares to be quoted on the ASX within the relevant period specified in the ASX Listing Rules. 9. HOW TO ACCEPT THE OFFER 9.1 Eligible Shareholders wishing to accept the Offer for New Shares under the SPP have two payment options – by electronic funds transfer (EFT) or BPAY®1, details of which are set out below. Due to delays currently being experienced with mail delivery, cheques will not be accepted and please do not forward cash. Receipts for payment will not be issued. Application Money will not bear interest under any circumstances. The Company will pay any brokerage or transaction costs. 9.2 To pay by EFT from your cheque or savings account you must use the unique Reference Number shown on your Application Form which is required to identify your holding. If you make your payment using EFT, you do not need to return the Application Form. Eligible Shareholders should be aware that their own financial institution may implement earlier cut- 1 ®Registered to BPAY Pty Ltd; ABN 69 079 137 518 Page 8 Share Purchase Plan – Terms & Conditions off times with regards to electronic payment or limits on amounts that can be transacted. It is the responsibility of each applicant to ensure that the Application Money is submitted via EFT with sufficient time for it to be received by the Company by the Closing Date and that the amount to be paid does not exceed any limit. 9.3 To pay by BPAY® from your cheque or savings account you must use the Biller Code and Reference Number shown on your Application Form which is required to identify your holding. If you make your paymen