Salt Lake Potash Limited (“the Company”) is pleased to announce that it has now completed the placement of 31.0 million new ordinary shares of the Company, to raise gross proceeds of A$13.0 million (“Placement”), first announced on 9 November 2018.

The second tranche of the Placement has been completed following shareholder approval at a General Meeting held on 20 December 2018. The issue comprised 1,702,381 ordinary shares of no par value at a price of A$0.42 per share, including 952,381 shares subscribed for by the CEO, Mr Tony Swiericzuk, and 750,000 shares by the Company’s Chairman, Mr Ian Middlemas.

Proceeds from the Placement will be used to fund the construction of the Williamson Ponds and dewatering of the Williamson Pit, as well as ongoing development of on-lake infrastructure, exploration and feasibility studies, and general working capital.

Funds from the Placement have enabled the mobilisation of construction equipment to Lake Way, with preliminary site preparation works being undertaken in preparation for the imminent construction of the Williamson Ponds and dewatering of the Williamson Pit.

Application has been made to the AIM Market of the London Stock Exchange (“AIM”) for the admission of the 1,702,381 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 10 January 2019 (“Admission”).

An Appendix 3B and Section 708A Notice are attached as required under the listing rules of the ASX.

Total Voting Rights

For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (“DTRs”), following Admission, Salt Lake will have 206,270,581 Ordinary Shares in issue with voting rights attached. Salt Lake holds no shares in treasury. This figure of 206,270,581 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 shares, the directors will have the following interests in shares:

	Number of shares	Percentage of issued share capital
Ian Middlemas	11,750,000	5.70%
Tony Swiericzuk	952,381	0.46%

Mr Swiericzuk also holds an indirect interest in 5 million incentive options and 7,266,258 performance rights.

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

Tony Swierizcuk/Clint McGhie	Salt Lake Potash Limited	Tel: +61 8 9322 6322
Jo Battershill	Salt Lake Potash Limited	Tel: +44 (0) 20 7478 3900
Colin Aaronson/Richard Tonthat/Ben Roberts	Grant Thornton UK LLP (Nominated Adviser)	Tel: +44 (0) 20 7383 5100
Derrick Lee/Beth McKiernan	Cenkos Securities plc (Joint Broker)	Tel: +44 (0) 131 220 6939
Jerry Keen/Toby Gibbs	Shore Capital (Joint broker)	Tel: +44 (0) 20 7468 7967

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SALT LAKE POTASH LIMITED

ABN

98 117 085 748

We (the entity) give ASX the following information.

Part 1 ‑ All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or to be issued		Ordinary Shares

2	Number of +securities issued or to be issued (if known) or maximum number which may be issued		1,702,381

3	Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)		Fully paid ordinary shares

4	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: · the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment · the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment		Yes

5	Issue price or consideration		$0.42

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		Proceeds from the issue will be used to fund construction of the Williamson Ponds and dewatering of the Williamson Pit, as well as ongoing development of on-lake infrastructure, exploration and feasibility studies, and general working capital.

6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i		Yes

6b	The date the security holder resolution under rule 7.1A was passed		30 November 2018

6c	Number of +securities issued without security holder approval under rule 7.1		Nil

6d	Number of +securities issued with security holder approval under rule 7.1A		Nil

6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)		1,702,381

6f	Number of +securities issued under an exception in rule 7.2		Nil

6g	If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.		Not Applicable

6h	If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements		Not Applicable

6i	Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements		7.1 – 27,935,268 7.1A – 20,578,769

7		+Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	9 January 2019

			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	206,270,581	Ordinary Shares
			Number	+Class
9		Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	7,500,000 10,000,000 750,000 750,000 1,000,000 250,000 500,000 750,000 400,000 1,700,000 2,750,000 3,000,000 21,095,016	Class B Performance Shares Class C Performance Shares Incentive Options exercise price $0.40, expiry date 29 April 2019 Incentive Options exercise price $0.50, expiry date 29 April 2020 Incentive Options exercise price $0.60, expiry date 29 April 2021 Incentive Options exercise price $0.40, expiry date 30 June 2021 Incentive Options exercise price $0.50, expiry date 30 June 2021 Incentive Options exercise price $0.60, expiry date 30 June 2021 Incentive Options exercise price $0.70, expiry date 30 June 2021 Incentive Options exercise price $0.60, expiry date 1 November 2023 Incentive Options exercise price $1.00, expiry date 1 November 2023 Incentive Options exercise price $1.20, expiry date 1 November 2023 Performance rights which are subject to various performance conditions to be satisfied prior to the relevant expiry dates between 31 December 2018 and 1 November 2023

10		Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Not Applicable

Part 2 ‑ Pro rata issue

11	Is security holder approval required?	Not Applicable

12	Is the issue renounceable or non-renounceable?	Not Applicable

13	Ratio in which the +securities will be offered	Not Applicable

14	+Class of +securities to which the offer relates	Not Applicable

15	+Record date to determine entitlements	Not Applicable

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not Applicable

17	Policy for deciding entitlements in relation to fractions	Not Applicable

18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	Not Applicable

19	Closing date for receipt of acceptances or renunciations	Not Applicable

20	Names of any underwriters	Not Applicable

21	Amount of any underwriting fee or commission	Not Applicable

22	Names of any brokers to the issue	Not Applicable

23	Fee or commission payable to the broker to the issue	Not Applicable

24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	Not Applicable

25	If the issue is contingent on security holders’ approval, the date of the meeting	Not Applicable

26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	Not Applicable

27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not Applicable

28	Date rights trading will begin (if applicable)	Not Applicable

29	Date rights trading will end (if applicable)	Not Applicable

30	How do security holders sell their entitlements in full through a broker?	Not Applicable

31	How do security holders sell part of their entitlements through a broker and accept for the balance?	Not Applicable

32	How do security holders dispose of their entitlements (except by sale through a broker)?	Not Applicable

33	+Issue date	Not Applicable

Part 3 ‑ Quotation of securities

You need only complete this section if you are applying for quotation of securities

Type of +securities

(tick one)

(a)

+Securities described in Part 1

(b)

All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35		If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36		If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over

37		A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38	Number of +securities for which +quotation is sought	Not Applicable

39	+Class of +securities for which quotation is sought	Not Applicable

40	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: · the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment · the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Not Applicable

41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security)	Not Applicable

		Number	+Class
42	Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

· The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

· There is no reason why those +securities should not be granted +quotation.

· An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

· Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

· If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ………………………………………………….. Date: 9 January 2019

(Director/Company secretary)

Print name: Clint McGhie

== == == == ==

Notice Under Section 708A

Salt Lake Potash Limited (the Company) has today issued 1,702,381 fully paid ordinary shares. The issued shares are part of a class of securities quoted on Australian Securities Exchange (“ASX”).

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Corporations Act 2001 (Cwth) (the “Act”) that:

1. the Company issued the securities without disclosure to investors under Part 6D.2 of the Act;

2. as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company, and section 674 of the Act; and

3. as at the date of this notice, there is no information that is “excluded information” within the meaning of sections 708A(7) and (8) of the Act.

Salt Lake Potash #SO4 – Completion of Placement, Directors’ Holdings & Mobilisation of Equipment to Lake Way