Announcement PDF POTASH WEST NL ABN 62 147 346 334 NOTICE OF ANNUAL GENERAL MEETING TIME: 2.00pm WST DATE: Monday, 30 November 2015 PLACE: East 150, 150 Great Eastern Highway Belmont WA 6104 This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9479 5386. CONTENTS Notice of Annual General Meeting (setting out the proposed resolutions) 4 Explanatory Statement (explaining the proposed resolutions) 9 Glossary 25 Proxy Form enclosed TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE The Annual General Meeting of the Shareholders of Potash West NL which this Notice of Annual General Meeting relates to will be held at 2.00pm WST on Monday, 30 November 2015 at East 150, 150 Great Eastern Highway, Belmont WA 6104. YOUR VOTE IS IMPORTANT The business of the Annual General Meeting affects your shareholding and your vote is important. VOTING IN PERSON To vote in person, attend the Annual General Meeting on the date and at the place set out above. VOTING BY PROXY To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that: • • if proxy holders vote, they must cast all ‘directed’ proxies as directed; and any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Further details on these changes are set out below. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: • • • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and 2 • if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if: • • • • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and the appointed proxy is not the chair of the meeting; and at the meeting, a poll is duly demanded on the question that the resolution be passed; and either of the following applies:
if a record of attendance is made for the meeting - the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. 3 POTASH WEST NL ABN 62 147 346 334 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Shareholders of Potash West NL will be held at East 150, 150 Great Eastern Highway, Belmont WA 6104 at 2.00pm WST on Monday, 30 November 2015. The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4:00pm WST on 27 November 2015. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. AGENDA Reports and Accounts To receive the financial report of the Company for the year ended 30 June 2015, together with the directors’ report and the auditor’s report. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (NON-BINDING) To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the Company to adopt the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2015.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 4 POTASH WEST NL ABN 62 147 346 334 RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR ADRIAN GRIFFIN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 14.4, section 11.3 of the Constitution and for all other purposes, Mr Adrian Griffin, being a Director, retires by rotation and, being eligible, is hereby re-elected as a Director.” RESOLUTION 3 – ELECTION OF DIRECTOR – DR NATALIA STRELTSOVA To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, Dr Natalia Streltsova, be appointed as a Director in accordance with clause 11.5 of the Constitution and, being eligible for election, is hereby elected as a Director.” RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES TO GENERAL RESEARCH GMBH To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given for the Directors to issue 250,000 Shares to General Research GmbH (and/or its nominees at an issue price of $0.048 each, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.” Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution by General Research GmbH and any associates of those persons. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES TO HORN RESOURCES PTY LTD To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given for the Directors to issue 300,000 Shares to Horn Resources Pty Ltd at an issue price of $0.048 each, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.” Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution by Horn Resources Pty Ltd and any associates of those persons. However, the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 5 POTASH WEST NL ABN 62 147 346 334 RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES TO S3 CONSORTIUM PTY LTD To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 600,000 Shares to S3 Consortium Pty Ltd at an issue price of $0.05 each, on the terms and conditions set out in the Explanatory Statement.” Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution by S3 Consortium Pty Ltd and any associates of those persons. However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy Form to vote as the proxy decides. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES TO FRANCOIS DUMAS CONSULTING To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 100,000 Shares to Francois Dumas Consulting at an issue price of $0.05 each, on the terms and conditions set out in the Explanatory Statement.” Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution by Francois Dumas Consulting and any associates of those persons. However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy Form to vote as the proxy decides. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES TO INSTITUTIONAL AND SOPHISTICATED INVESTORS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 28,500,000 Shares to institutional investors at an issue price of $0.04 each, on the terms and conditions set out in the Explanatory Statement.” Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if: (a) (b) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to 6 POTASH WEST NL ABN 62 147 346 334 RESOLUTION 9 – APPROVAL FOR THE ISSUE OF OPTIONS TO INSTITUTIONAL AND SOPHISTICATED INVESTORS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue 14,250,000 Options to Sophisticated Investors, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.” Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution by any person who participated in the Placement the subject of Resolution 8 or who may otherwise participate in the issue of Equity Securities under this Resolution and any person who might obtain a benefit, other than a benefit solely in the capacity of an ordinary security holder, from the passing of this Resolution and any associates of those persons. However the Company need not disregard a vote if: (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. RESOLUTION 10 – APPROVAL FOR THE ISSUE OF OPTIONS TO SANLAM PRIVATE WEALTH PTY LTD To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue 2,000,000 Options to Sanlam Private Wealth Pty Ltd, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.” Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution by Sanlam Private Wealth Pty Ltd and any person who may participate in the issue of Equity Securities under this Resolution and any person who might obtain a benefit, other than a benefit solely in the capacity of an ordinary security holder, from the passing of this Resolution and any associates of those persons. However the Company need not disregard a vote if: (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. RESOLUTION 11 – APPROVAL FOR ADDITIONAL PLACEMENT CAPACITY To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue and allotment of Equity Securities totaling up to 10% of the number of ordinary Shares on issue by way of placements over a 12 month period, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2; and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.” Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and any person who might obtain a benefit, other than a benefit solely in the capacity 7 POTASH WEST NL ABN 62 147 346 334 of an ordinary security holder, from the passing of this Resolution and any associates of those persons. However the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. RESOLUTION 12 – SALE OF INTEREST IN EAST EXPLORATION PTY LTD To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 11.4 of the ASX Listing Rules and for all other purposes, approval is given for the Company to sell its shareholding interest in East Exploration Pty Ltd to Davenport Resources Limited, and any parties to the transaction to acquire East Exploration and any associate of those persons (Davenport) without Davenport making an offer to Shareholders which satisfies Listing Rule 11.4.1(a), on the terms and conditions set out in the Explanatory Memorandum.” Voting Prohibition Statement: The Company will disregard any votes cast on this Resolution by Davenport Resources Limited and any associates of that person. However the Company need not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. DATED: 29 OCTOBER 2015 BY ORDER OF THE BOARD AMANDA WILTON-HEALD COMPANY SECRETARY POTASH WEST NL 8 POTASH WEST NL ABN 62 147 346 334 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at East 150, 150 Great Eastern Highway, Belmont WA 6104 at 2.00pm WST on Monday, 30 November 2015. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the resolutions in the Notice of Meeting. 1. FINANCIAL STATEMENTS In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report. The audited financial statements for the year ended 30 June 2015 included an emphasis of matter in the audit report. The basis for the emphasis of matter was the material uncertainty regarding the Company’s ability to continue as a going concern. Please refer to the 2015 Annual Report for further details. 2. RESOLUTION 1 – REMUNERATION REPORT (NON-BINDING RESOLUTION) The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company. Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2015 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting to consider the appointment of directors of the Company (Spill Resolution). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the general meeting (Spill Meeting) within 90 days of the Company's 2016 annual general meeting. All of the Directors who were in office when the Company's 2015 directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the directors of the Company. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the directors’ report contained in the 2015 Annual Report. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting. 3. RESOLUTION 2 – RE-ELECTION OF ADRIAN GRIFFIN ASX Listing Rule 14.4 and section 11.3 of the Constitution provide that a director of an entity must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer. A retiring Director is eligible for re-election. The Directors to retire at any annual general meeting must be those who have been longest in office since their last election but, as between persons who became 9 POTASH WEST NL ABN 62 147 346 334 Directors on the same day, those to retire must (unless they otherwise agree among themselves) be determined by lot. Mr Adrian Griffin retires and seeks re-election in accordance with ASX Listing Rule 14.4 and section 11.3 of the Constitution. Details regarding Adrian Griffin are set out in the Company’s 2015 Annual Report. The Directors (other than Mr Griffin) recommend Shareholder’s vote in favour of the election of Mr Adrian Griffin. 4. RESOLUTION 3 – ELECTION OF DR NATALIA STRELTSOVA In accordance with 11.5 of the Constitution, a person other than a Director seeking re-election shall be eligible for election to the office of Director at any general meeting provided that he or some Shareholder has proposed him, no later than 5 days after the date of this Notice. Dr Natalia Streltsova was appointed as a Director on 30 June 2015 and is considered an independent Director of the Company. Details regarding Natalia Streltsova are set out in the Company’s 2015 Annual Report. The Directors (other than Dr Streltsova) recommend Shareholder’s vote in favour of the election of Dr Natalia Streltsova. 5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES TO GENERAL RESEARCH GMBH Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue total of 250,000 Shares on the terms set out below. The 250,000 Shares were issued to General Resources GmbH, in lieu of cash payments for services rendered. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 5.1 ASX Listing Rule 7.4 Under Chapter 7 of the ASX Listing Rules, there is limitation on the capacity of a company to enlarge its capital by the issue of equity securities. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period. ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. it provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. The following information is provided to Shareholders for the purposes of obtaining Shareholder approval of the Share issue, the subject of Resolution 4 in accordance with ASX Listing Rule 7.5: (i) the number of securities allotted by the Company was 250,000 Shares; (ii) the Shares were issued and allotted on 2 July 2015; (iii) the Shares were issued at $0.048 each; 10 POTASH WEST NL ABN 62 147 346 334 5.2 (iv) the issued Shares are fully paid ordinary shares and rank equally with the existing Shares on issue; (v) the allottee of the Shares was General Resources GmbH which is not a related party of the Company; and (vi) no cash was raised via the issue of the Shares as they were issued in lieu of cash payment for services rendered in order to preserve the Company’s cash reserves. Directors’ recommendation None of the Directors has a material personal interest in the subject matter of Resolution 4. The Board believes that the ratification of the issue of the Shares the subject of Resolution 4 is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 4 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval. 6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES TO HORN RESOURCES PTY LTD Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue total of 300,000 Shares on the terms set out below. The 300,000 Shares were issued to Horn Resources Pty Ltd, in lieu of cash payments for services rendered. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 6.1 ASX Listing Rule 7.4 ASX Listing Rule 7.4 is summarised in section 5.1. The following information is provided to Shareholders for the purposes of obtaining Shareholder approval of the Share issue, the subject of Resolution 5 in accordance with ASX Listing Rule 7.5: 6.2 (i) the number of securities allotted by the Company was 300,000 Shares; (ii) the Shares were issued and allotted on 2 July 2015; (iii) the Shares were issued at $0.048 each; (iv) the issued Shares are fully paid ordinary shares and rank equally with the existing Shares on issue; (v) the allottee of the Shares was Horn Resources Pty Ltd which is not a related party of the Company; and (vi) no cash was raised via the issue of the Shares as they were issued in lieu of cash payment for services rendered in order to preserve the Company’s cash reserves. Directors’ recommendation None of the Directors has a material personal interest in the subject matter of Resolution 5. The Board believes that the ratification of the issue of the Shares the subject of Resolution 5 is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 5 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval. 11 POTASH WEST NL ABN 62 147 346 334 7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES TO S3 CONSORTIUM PTY LTD Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue total of 600,000 Shares on the terms set out below. The 600,000 Shares were issued to S3 Consortium Pty Ltd, in lieu of cash payments for services rendered. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 7.1 ASX Listing Rule 7.4 ASX Listing Rule 7.4 is summarised in section 5.1. The following information is provided to Shareholders for the purposes of obtaining Shareholder approval of the Share issue, the subject of Resolution 6 in accordance with ASX Listing Rule 7.5: 7.2 (i) the number of securities allotted by the Company was 600,000 Shares; (ii) the Shares were issued and allotted on 2 July 2015; (iii) the Shares were issued at $0.05 each; (iv) the issued Shares are fully paid ordinary shares and rank equally with the existing Shares on issue; (v) the allottee of the Shares was S3 Consortium Pty Ltd which is not a related party of the Company; and (vi) no cash was raised via the issue of the Shares as they were issued in lieu of cash payment for services rendered in order to preserve the Company’s cash reserves. Directors’ recommendation None of the Directors has a material personal interest in the subject matter of Resolution 6. The Board believes that the ratification of the issue of the Shares the subject of Resolution 6 is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 6 as it provides the Company with the flexibility to issue, subject to the limits under the ASX Listing Rules, further securities during the next 12 months without shareholder approval. 8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES TO FRANCOIS DUMAS CONSULTING Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue total of 100,000 Shares on the terms set out below. The 100,000 Shares were issued to Francois Dumas Consulting, in lieu of cash payments for services rendered. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. 8.1 ASX Listing Rule 7.4 ASX Listing Rule 7.4 is summarised in section 5.1. The following information is provided to Shareholders for the purposes of obtaining Shareholder approval of the Share issue, the subject of Resolution 10 in accordance with ASX Listing Rule 7.5: 12 POTASH WEST NL ABN 62 147 346 334 8.2 (i) the number of securities allotted by the Company was 100,000 Shares; (ii) the Shares were issued and allotted on 2 July 2015; (iii) the Shares were issued at $0.05 each; (iv) the issued Shares are fully paid ordinary shares and rank equally with the existing Shares on issue; (v) the allottee of the Shares was Francois Dumas Consulting which is not a related party of the Company; and (vi) No cash was raised via the issue of the Shares as they were issued in lieu of cash payment for services rendered in order to preserve the Company’s cash reserves. Directors’ recommendation None of the Directors has a material personal interest in the subject matter of Resolution 7. The Board believes that the ratification of