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Salt Lake Potash #SO4 – ASX Trading Halt
Salt Lake Potash Limited (“Salt Lake” or “Company”) advises that trading in the shares of the Company have been halted on the Australian Securities Exchange (“ASX”) effective from Wednesday 5 June 2019. The halt was requested by the Company pending an announcement regarding a capital raising.
The trading halt will remain until the earlier of an announcement to the market regarding the above or the opening of trade on ASX on 7 June 2019.
Trading in the Company’s ordinary securities will continue on AIM during this period.
For further information please visit www.so4.com.au or contact:
|
Clint McGhie |
Salt Lake Potash Limited |
Tel: +61 8 6559 5800 |
|
Colin Aaronson/Richard Tonthat/Ben Roberts |
Grant Thornton UK LLP (Nominated Adviser) |
Tel: +44 (0)207 383 5100 |
Salt Lake Potash #SO4 & Blackham Resources Execute Binding Access Agreement
Highlights:
· Salt Lake Potash has executed a binding Split Commodity and Access Agreement with Blackham Resources in relation to the Lake Way Project
· Under the Agreement, Salt Lake Potash will acquire the brine rights over Blackham’s tenure and Blackham will acquire gold rights over Salt Lake Potash’s tenure. Each company retains a royalty on their respective mineral resources
· The Agreement with Blackham facilitates an accelerated pathway to production through the utilisation of Blackham’s Mining Lease for early construction works and the de-watering and utilisation of the Williamson Pit brine
· The construction of the evaporation pond at Lake Way is progressing well with 24-hour operations at site now underway
Salt Lake Potash Limited (Salt Lake Potash or the Company) is pleased to announce that the Company has entered into a binding Split Commodity and Access Agreement (Agreement) with Blackham Resources Limited (Blackham) in relation to the development of the Lake Way Project on terms in line with the previously executed MOU announced on 12 March 2018.
Under the Agreement, Salt Lake Potash will acquire Blackham’s brine rights and Blackham will acquire gold rights to Salt Lake Potash’s Lake Way holdings, with each company retaining a royalty on their respective holdings.
Key Terms
The Agreement is binding on Salt Lake Potash and Blackham with the key terms including:
· Salt Lake Potash to acquire the Brine Rights over the Blackham tenements;
· Blackham to acquire the Gold Rights over the Salt Lake Potash tenements;
· Salt Lake Potash to receive a 2% royalty on all gold production from the Salt Lake Potash tenements;
· Blackham to receive a 4% royalty on all Brine production (including SOP) from the Blackham tenements;
· Salt Lake Potash to make a rehabilitation liability payment of $500,000 to Blackham by 30 June 2019. This amount is deductible from future brine royalties;
· Salt Lake Potash is required to achieve the following construction and production milestones:
o Completion of the de-watering of the Williamson Pit by 31 July 2019;
o Commence the construction of the SOP processing plant by 30 June 2020; and
o Achieve first commercial production of SOP by 31 December 2021
These dates may be extended by mutual agreement.
The following Conditions Precedent must be satisfied within 2 months of the date of the Agreement (or such later date as may be agreed by the parties):
· the Minister consenting (to the extent required):
o to Blackham granting the Brine Rights to Salt Lake Potash;
o to Salt Lake Potash granting the Gold Rights to Blackham.
· Blackham obtaining any approvals necessary to proceed with the Agreement, including the release of various encumbrances relating to the Brine Rights.
Lake Way Project
Salt Lake Potash is focussed on the rapid development of the Lake Way Project, being a high grade salt-lake brine Sulphate of Potash (SOP) operation. Lake Way’s location and logistical advantages make it the ideal Lake for the Company’s first SOP operation.
Lake Way is located in the Northern Goldfields Region of Western Australia, less than 15km south of Wiluna. The surface area of the Lake is over 270km2. The northern end of the Lake is largely covered by a number of Mining Leases held by Blackham, the owner of the Wiluna Gold Mine. The Agreement with Blackham allows for an expedited pathway to development at Lake Way.
Construction Update
Salt Lake Potash commenced the construction of the first phase of the Lake Way Evaporation Ponds at the start of March 2019 (see announcement dated 6 March 2019). The first phase of evaporation ponds will enable the de-watering of the Williamson Pit.
Construction works for the Lake Way Evaporation ponds are progressing well with the Company moving into 24 hour operations and are on target for completion in Q2 2019.
The de-watering of the Williamson Pit will commence in Q2 2019 once the first phase of the evaporation ponds is complete. Onsite preparation works have commenced for de-watering activity including preparation and welding of pipeline.
For further information please visit www.saltlakepotash.com.au or contact:
|
Tony Swiericzuk/Clint McGhie |
Salt Lake Potash Limited |
Tel: +61 8 6559 5800 |
|
Jo Battershill |
Salt Lake Potash Limited |
Tel: +44 (0) 20 7478 3900 |
|
Colin Aaronson/Richard Tonthat/ |
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
|
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.
Salt Lake Potash #SO4 Enhances Senior Project Development Team
Salt Lake Potash Limited (Salt Lake Potash or Company) is pleased to announce that the Company has made several key executive appointments as development activities at the Goldfields Salt Lakes Potash Project start to rapidly increase.
- Peter Cardillo as Project Director – Processing and NPI
- Lloyd Edmunds as Project Director – Civil
- Stephen Cathcart as Project Director – Technical
- Appointments bring diversified technical, construction, operations and process infrastructure experience to the Company as it moves into rapid project development phase
Peter Cardillo has commenced in the role of Project Director – Processing and Non Process Infrastructure (NPI), and is responsible for the delivery of the SOP Process Plant and associated support NPI. He is a mechanical engineer with a history spanning 35yrs in the construction and project delivery of steel production plants, petrochemical facilities, materials handling and iron ore processing infrastructure. Mr Cardillo has substantial experience in the creation and management of multi-disciplinary teams associated with the successful development of process plant projects for companies such as Fortescue and BHP. He has a B.Eng (Mechanical – Honours) from the University of Wollongong.
Lloyd Edmunds joins as Project Director – Civil. He is responsible for the construction of lake infrastructure necessary for the delivery of harvest salts to the processing facility. Mr Edmunds is a civil engineer with more than 15yrs experience in construction management on large scale infrastructure projects working in key roles for leading project services firms in the resources sector for clients such as Adani, John Holland Group and Fortescue. He has a B.Eng (Civil) from University of Technology Sydney.
Stephen Cathcart joins the Company as Project Director – Technical, overseeing the Resource Definition, Studies and Approval functions. He is a respected senior mining executive with more than 25yrs experience working in operations management, integrated planning and technical services for companies such as Fortescue, BHP, Sons of Gwalia and Newcrest Mining. He has a B.Eng Science (Mining) from University of Queensland and an MBA from Curtin University.
Salt Lake Potash Chief Executive Officer, Tony Swiericzuk, said: “I am excited that Stephen, Peter and Lloyd have chosen to join the Salt Lake Potash team as we work to realise the outstanding potential of the Goldfields Salt Lakes Project. Having previously worked closely together on project development and ramp-up at FMG and having achieved great successes, it is exciting to again share the opportunity to develop another outstanding project. These appointments, which complement our existing team, will be instrumental in the rapid advancement of the Project and achieving our goal of developing the first salt lake SOP operation in Australia.”
For further information please visit www.saltlakepotash.com.au or contact:
|
Tony Swiericzuk |
Salt Lake Potash Limited |
Tel: +61 8 9322 6322 |
|
Jo Battershill |
Salt Lake Potash Limited |
Tel: +44 (0) 754 036 6000 |
|
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 |
Salt Lake Potash #SO4 completes first tranche of placement & receives DMIRS approval for Lake Way pond system
Salt Lake Potash Limited (the Company or Salt Lake) is pleased to announce that it has completed the first tranche of its placement to institutional and sophisticated investors of 31.0 million shares at an issue price of $0.42 per share, to raise gross proceeds of $13.0 million (Placement), announced 9 November 2018. The placement saw strong demand from institutional and sophisticated investors, an endorsement of the recent appointment of Tony Swiericzuk as CEO to lead the development of the Company’s world class Goldfields Salt Lakes Sulphate of Potash project.
The Company recently received approval from the Department of Mines, Industry Regulation and Safety for a pond system to dewater the Williamson Pit at Lake Way. With the placement complete the Company is now in a strong position to commence these on-lake activities at Lake Way in the coming weeks.
Proceeds from the Placement 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.
The first tranche of the Placement, comprising 29.3 million shares to Institutional and Sophisticated investors to raise gross proceeds of A$12.3 million, was completed today.
The second tranche of the Placement, comprising 1.7 million shares intended to be subscribed for by Directors, including 950,000 shares by the CEO, Mr Tony Swiericzuk, and 750,000 shares by the Company’s Chairman, Mr Ian Middlemas, will be issued subject to shareholder approval.
An Appendix 3B and Section 708A Notice is attached as required under the listing rules of the ASX.
As announced on 16 November 2018, application has been made for the admission to trading on AIM of the balance of the first tranche of the Placement, being 214,286 Salt Lake Potash Limited ordinary shares, with admission expected to take place on or around 22 November 2018
Shareholder Meeting
A General Meeting of the Company will be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Thursday 20 December 2018 at 10:00am (WST). The Meeting will consider the second tranche of the Placement as well as ratifying the first tranche of Placement shares and prior issue of options in order to refresh the Company’s placement capacity under ASX LR7.1 and LR7.1A.
The Notice of General Meeting was sent to shareholders today and is available for download on the Company’s website: www.saltlakepotash.com.au
For further information please visit www.saltlakepotash.com.au or contact:
|
Clint McGhie |
Salt Lake Potash Limited |
Tel: +61 8 9322 6322 |
|
Colin Aaronson/Richard Tonthat/Ben Roberts |
Grant Thornton UK LLP (Nominated Adviser) |
Salt Lake Potash #SO4 – Statement Regarding Online Article
Salt Lake Potash Limited (Salt Lake or the Company) is aware of an online article published by Cube Investments dated 10 November 2018 that includes a number of staged production targets and financial forecast information (including NPVs) for the Company’s Lake Way Project.
In July 2018, the Company completed a Scoping Study on the development of a 50,000tpa sulphate of potash (SOP) Demonstration Plant at Lake Way that supports a low capex, highly profitable, staged development model.
The Company has not reported NPV, IRR or EBITDA in respect of the Demonstration Plant at Lake Way, nor has it completed a Scoping Study (or other feasibility study) for any higher level of production at Lake Way.
The Company advises that it has not paid for, participated in or assisted with the drafting or reviewing of this article. The opinions in the article, including published targets and forecast financial information, are entirely those of the author only and are not endorsed by the Company.
The article was also republished by Brand Communications which is retained by the Company to provide online public and investor relations support. The Company did not approve the republication of the Cube Investments article, nor was it advised that the article would be republished. Investors and shareholders should not rely on the article as the basis for any investment decision in relation to Salt Lake shares.
The Company has requested the immediate removal of the article from the Brand Communications site. The Company will ensure that there are improved procedures in place to ensure that in future all material published on its behalf are approved by the Company.
Investors and shareholders should refer to the Company’s announcements, including the Lake Way Demonstration Plant Scoping Study dated 31 July 2018, when making an assessment of the Company and its projects.
For further information please visit www.saltlakepotash.com.au or contact:
|
Clint McGhie |
Salt Lake Potash Limited |
Tel: +61 8 9322 6322 |
|
Colin Aaronson/Richard Tonthat/Ben Roberts |
Grant Thornton UK LLP (Nominated Adviser) |
Tel: +44 (0)207 383 5100 |
Production Target
The Lake Way Demonstration Plant Production Target stated in this report is based on the Company’s Scoping Study as released to the ASX on 31 July 2018. The information in relation to the Production Target that the Company is required to include in a public report in accordance with ASX Listing Rule 5.16 and 5.17 was included in the Company’s ASX Announcement released on 31 July 2018. The Company confirms that the material assumptions underpinning the Production Target referenced in the 31 July 2018 release continue to apply and have not materially changed.
Salt Lake Potash #SO4 – Admission of Placement Shares
Salt Lake Potash Limited (“Salt Lake” or “the Company”) has applied for the admission to trading on AIM of a 29,035,714 million ordinary shares in the Company (“Ordinary Shares”) issued as part of the first tranche of the placement announced 9 November 2018. Admission of these Ordinary Shares is expected to take place on 19 November 2018
Application will be made for the admission of the balance of the first tranche, being 214,286 Ordinary Shares, with admission expected to take place on or around 22 November 2018.
Total Voting Rights
For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (“DTRs”), following admission of the 29,035,714 million Ordinary Shares, Salt Lake will have 204,085,310 Ordinary Shares in issue with voting rights attached. Following the subsequent admission of 214,286 Ordinary Shares, the Company will have 204,299,596 Ordinary Shares in issue with voting rights attached. Salt Lake holds no shares in treasury. These figures of 204,085,310 and 204,299,596 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.
For further information please visit www.saltlakepotash.com.au or contact:
|
Clint McGhie |
Salt Lake Potash Limited |
Tel: +61 8 9322 6322 |
|
Colin Aaronson/Richard Tonthat/Ben Roberts |
Grant Thornton UK LLP (Nominated Adviser) |
Tel |
Salt Lake Potash #SO4 – New issue announcement, application for quotation of additional securities and agreement
Salt Lake Potash Limited (“the Company”) today released the following announcement on the Australian Securities Exchange (“ASX”), as required under the listing rules of the ASX.
The 29,035,714 million ordinary shares in the Company (“Ordinary Shares”) issued today form part of the first tranche of the placement to institutional and sophisticated investors of 31.0 million shares at an issue price of A$0.42 per share, to raise gross proceeds of A$13.0 million, announced 9 November 2018. The balance of the first tranche, being 214,286 shares, is expected to be issued next week.
For further information please visit www.saltlakepotash.com.au or contact:
|
Clint McGhie |
Salt Lake Potash Limited |
Tel: +61 8 9322 6322 |
|
Colin Aaronson/Richard Tonthat/Ben Roberts |
Grant Thornton UK LLP (Nominated Adviser) |
Tel: +44 (0)207 383 5100 |
For the full Appendix 3B announcement, link here
Salt Lake Potash #SO4 announces a A$13.0m Placement to Institutional & Sophisticated Investors to Fund Project Development
Salt Lake Potash Limited (the Company or Salt Lake) is pleased to announce that it has received strong commitments from both existing and new institutional and sophisticated investors in Australia and overseas to subscribe for 31.0 million new ordinary shares of the Company (Ordinary Shares), to raise gross proceeds of $13,000,000 (Placement). There was very strong demand for the Placement, an endorsement of the recent appointment of Tony Swiericzuk as CEO and also of the Company’s world class Sulphate of Potash project.
Proceeds from the Placement 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.
The cornerstone investor for the Placement is a significant international investment fund. Directors and senior management intend to subscribe for a total of 2.4 million shares in the Placement, including 952,381 shares by the CEO, Mr Tony Swiericzuk, and 750,000 shares by the Company’s Chairman, Mr Ian Middlemas, which will be issued subject to shareholder approval.
Commenting on the Placement, SO4’s CEO, Tony Swiericzuk, said: “We are very pleased to have received such strong support from new and existing shareholders to fund the construction of the initial on-lake infrastructure at Lake Way. These activities are on the critical path to enabling SO4 to become the first Australian commercial producer of SOP in a global sector with outstanding potential. This strong support from investors endorses our view that the Goldfields Salt Lakes Project has enormous potential for value creation and we now look forward to rapidly delivering on this potential for all shareholders and stakeholders.”
Argonaut Securities Pty Limited and Canaccord Genuity (Australia) Limited acted as Joint Lead Manager to the Placement.
The issue price of A$0.42 represents a 13.4% discount to the last closing price of $0.485 on ASX.
The Placement will be completed in two tranches as follows:
(a) 29,250,000 shares will be issued on 16 November 2018 under Listing Rule 7.1 (11,745,041 shares) and Listing Rule 7.1A (17,504,959 shares). Following the issue of these shares the Company will have 7,612,398 remaining issue capacity under Listing Rule 7.1 and no remaining issue capacity under Listing Rule 7.1A.
(b) 1,702,381 shares intended to be subscribed for by Directors will be issued on or about Thursday 20 December 2018 subject to shareholder approval. A notice of general meeting will be sent to shareholders shortly.
Related Party transaction
The proposed participation in the Placement by Tony Swiericzuk, and Ian Middlemas constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The independent directors, having consulted the Company’s nominated adviser, Grant Thornton UK LLP, consider that the terms of the transaction are fair and reasonable insofar as the Company’s shareholders are concerned.
Settlement and dealings
Application will be made to the AIM Market of the London Stock Exchange (“AIM”) for 29,250,000 Ordinary Shares, pursuant to the Placement, 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 16 November 2018 (“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 204,299,596 Ordinary Shares in issue with voting rights attached. Salt Lake holds no shares in treasury. This figure of 204,299,596 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.
Information required under ASX Listing Rule 3.10.5A:
(a) Dilution to existing shareholders as a result of the issue under Listing Rule 7.1A is 9.1%, dilution to existing shareholders as a result of the issue under Listing Rule 7.1 is 6.3% and the total dilution to existing shareholders is 14.3%. Details regarding the participation of existing and new shareholders is not able to be determined yet and will be provided at completion;
(b) The Company will issue 17,504,959 shares under Listing Rule 7.1A because the Placement was considered to be a more efficient mechanism for raising funds. The Placement did not expose the Company to additional costs, a protracted process and market volatility that may have been experienced with a pro-rata issue or other type of issue in which existing ordinary shareholders would have been eligible to participate;
(c) No underwriting arrangements are in place for the Placement under rule 7.1A; and
(d) A fee of up to 6% may be paid to the Brokers/Advisors in connection with the Placement under rule 7.1A.
The voluntary halt of trading of the Company’s shares on ASX was lifted prior to the opening of trade on 9 November 2018, following an announcement to the market regarding the above.
For further information please visit www.saltlakepotash.com.au or contact:
|
Tony Swiericzuk/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
|
Forward Looking Statements
This announcement may include forward-looking statements. These forward-looking statements are based on Salt Lake Potash Limited’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 Salt Lake Potash Limited, which could cause actual results to differ materially from such statements. Salt Lake Potash Limited makes no undertaking to subsequently update or revise the forward-looking statements made in this announcement, to reflect the circumstances or events after the date of that announcement.
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.
Salt Lake Potash #SO4 – Appointment of Managing Director and CEO
Further to its announcement of 22 October 2018, Salt Lake Potash Limited (“the Company”) is pleased to advise that Mr Tony Swiericzuk has commenced as Managing Director and Chief Executive Officer effective today.
Further information as required by Rule 17 and Schedule 2 paragraph (g) of the AIM Rules for Companies, is set out below:
Tony James Swiericzuk, aged 45, is or has been a director of the following companies in the last five years:
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Current Directorships/Partnerships |
Past Directorships |
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N/A |
FMG South America Pte Ltd |
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FMG Colombia Operations Pte Ltd |
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Colombia Fortescue SAS |
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FMG Ecaudor Operations Pte Ltd |
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FMG Ecuador Tenements Pte Ltd |
There is no further information required to be disclosed pursuant to Schedule Two, paragraph (g) of the AIM rules.
Mr Swiericzuk has no shareholding in the Company but holds an indirect interest in 5 million incentive options and 7,266,258 performance rights. A copy of the Appendix 3X – Initial Directors Interest Notice lodged on ASX today is copied below.
For further information please visit www.saltlakepotash.com.au or contact:
|
Clint McGhie |
Salt Lake Potash Limited |
Tel: +61 8 9322 6322 |
|
Colin Aaronson/Richard Tonthat |
Grant Thornton UK LLP (Nominated Adviser) |
Tel: +44 (0)207 383 5100 |
Appendix 3X
Initial Director’s Interest Notice
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 30/9/2001.
|
Name of entity Salt Lake Potash Limited |
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ABN 98 117 085 748 |
We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
Name of Director |
Tony Swiericzuk |
|
Date of appointment |
5 November 2018 |
Part 1 – Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securitiesNil |
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Name of holder & nature of interestNote: Provide details of the circumstances giving rise to the relevant interest. Mr Tony James Swiericzuk & Ms Beverley Jean Eaton Swiericzuk <Bevton Family A/C> |
Number & class of Securities
1,000,000 incentive options (exercise price $0.60, vesting 4 November 2019, expiry date 1 November 2023) 2,000,000 incentive options (exercise price $1.00, vesting 4 November 2020, expiry date 1 November 2023) 2,000,000 incentive options (exercise price $1.20, vesting 4 November 2020, expiry date 1 November 2023) 7,266,258 unlisted performance rights (subject to various performance conditions to be satisfied prior to the relevant expiry dates between 31 July 2019 and 1 November 2023) |
Part 3 – Director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
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Detail of contract |
Not applicable |
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Nature of interest
|
Not applicable |
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Name of registered holder (if issued securities)
|
Not applicable |
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No. and class of securities to which interest relates
|
Not applicable |
Salt Lake Potash #SO4 share options package for new CEO Tony Swiericzuk
Salt Lake Potash Limited #SO4 today released the following announcement on the Australian Securities Exchange (“ASX”), as required under the listing rules of the ASX.
The securities were issued to Mr Tony Swiericzuk (or his nominee) prior to his appointment as Managing Director & CEO on 5 November 2018.
For further information please visit www.saltlakepotash.com.au or contact:
|
Clint McGhie |
Salt Lake Potash Limited |
Tel: +61 8 9322 6322 |
|
Colin Aaronson/Richard Tonthat |
Grant Thornton UK LLP (Nominated Adviser) |
Tel: +44 (0)207 383 5100 |
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
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Name of entity |
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SALT LAKE POTASH LIMITED |
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ABN |
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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).
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1 |
+Class of +securities issued or to be issued
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a) Performance rights b) Incentive Options c) Incentive Options d) Incentive Options
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|||
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2 |
Number of +securities issued or to be issued (if known) or maximum number which may be issued
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a) 7,266,258 b) 1,000,000 c) 2,000,000 d) 2,000,000
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|||
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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) |
a) Performance rights which are subject to various performance conditions to be satisfied prior to the relevant expiry dates between 31 July 2019 and 1 November 2023 b) Incentive Options exercise price $0.60, expiry date 1 November 2023 c) Incentive Options exercise price $1.00, expiry date 1 November 2023 d) Incentive Options exercise price $1.20, expiry date 1 November 2023
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|||
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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 |
No – unlisted
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|||
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5 |
Issue price or consideration
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Nil
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|||
6 |
Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
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a) Issue of performance rights to the proposed new Managing Director pursuant to his service agreement with the Company and the Salt Lake Potash Limited Performance Rights Plan.
b) – d) Issue of Incentive Options to the proposed new Managing Director pursuant to his service agreement with the Company.
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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 |
17 November 2017 |
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6c |
Number of +securities issued without security holder approval under rule 7.1 |
5,000,000 Incentive Options |
|||
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)
|
Nil |
|||
6f |
Number of +securities issued under an exception in rule 7.2 |
7,266,258 Performance rights |
|||
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 |
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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 |
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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 – 19,357,439 7.1A – 17,504,959 |
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|
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. |
22 December 2017 |
|||
|
Number |
+Class |
||||
|
8 |
Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
|
175,049,596 |
Ordinary Shares |
||
|
Number |
+Class |
||||
|
9 |
Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
|
5,000,000
7,500,000
10,000,000
750,000
750,000
1,000,000
250,000
500,000
750,000
400,000
1,000,000
2,000,000
2,000,000
12,666,258 |
Class A Performance Shares
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 $0.60, expiry date 1 November 2023
Incentive Options exercise price $0.60, 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
|
34 |
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: 2 November 2018
(Director/Company secretary)
Print name: Clint McGhie
== == == == ==
Appendix 3B – Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
|
Rule 7.1 – Issues exceeding 15% of capital |
|
|
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
|
|
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue |
175,049,596 |
|
Add the following: • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid +ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
Nil |
|
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period |
Nil |
|
“A” |
175,049,596 |
|
Step 2: Calculate 15% of “A” |
|
|
“B” |
0.15 [Note: this value cannot be changed] |
|
Multiply “A” by 0.15 |
26,257,439 |
|
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used |
|
|
Insert number of +equity securities issued or agreed to be issued in that 12 month period not countingthose issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items |
1,100,000 Incentive Options (28 November 2017)
800,000 Incentive Options (22 December 2017)
5,000,000 Incentive Options (2 November 2018) |
|
“C” |
6,900,000 |
|
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 |
|
|
“A” x 0.15 Note: number must be same as shown in Step 2 |
26,257,439 |
|
Subtract “C” Note: number must be same as shown in Step 3 |
6,900,000 |
|
Total [“A” x 0.15] – “C” |
19,357,439 [Note: this is the remaining placement capacity under rule 7.1] |
Part 2
|
Rule 7.1A – Additional placement capacity for eligible entities |
|
|
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated |
|
|
“A” Note: number must be same as shown in Step 1 of Part 1 |
175,049,596 |
|
Step 2: Calculate 10% of “A” |
|
|
“D” |
0.10 Note: this value cannot be changed |
|
Multiply “A” by 0.10 |
17,504,959 |
|
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used |
|
|
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items |
Nil |
|
“E” |
Nil |
|
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A |
|
|
“A” x 0.10 Note: number must be same as shown in Step 2 |
17,504,959 |
|
Subtract “E” Note: number must be same as shown in Step 3 |
Nil |
|
Total [“A” x 0.10] – “E” |
17,504,959 Note: this is the remaining placement capacity under rule 7.1A |