Announcement PDF Potash West NL ACN 147 346 334 Notice of General Meeting General Meeting of Shareholders to be held at Suite 3, 23 Belgravia Street, Belmont, Western Australia on 29 August 2016, commencing at 10:30am (WST). Important This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting. CONTENTS NOTICE OF GENERAL MEETING 3 EXPLANATORY STATEMENT 5 1. VOTING 5 2. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF SHARES TO PLACEMENT APPLICANTS 6 3. RESOLUTION 2: APPROVAL FOR FUTURE ISSUE OF SHARES TO PLACEMENT APPLICANTS 7 4. RESOLUTION 3: APPROVAL FOR ISSUE OF SHARES TO AN EXEMPT INVESTOR 8 RESOLUTION 4: RATIFICATION OF PRIOR GRANT OF OPTIONS TO DAVID GREENBLATT 9 5. 6. RESOLUTION 5: GRANT OF OPTIONS TO STATE ONE STOCKBROKING LTD 10 DEFINITIONS 12 ANNEXURE A – TERMS AND CONDITIONS OF 30 NOVEMBER 2018 OPTIONS 13 ANNEXURE B – TERMS AND CONDITIONS OF 30 JUNE 2019 OPTIONS 15 PROXY FORM Enclosed 2 NOTICE OF GENERAL MEETING Notice is given that a general meeting of the shareholders of Potash West NL ACN 147 346 334 (Company) will be held at Suite 3, 23 Belgravia Street, Belmont, Western Australia on 29 August 2016, commencing at 10:30am (WST). The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes in more detail the Resolutions to be considered. Business Resolution 1: Ratification of prior issue of Shares to Placement Applicants To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.4, and for all other purposes, the 57,127,998 Shares to the Placement Applicants at an issue price of $0.03 each as set out in the Explanatory Statement is hereby approved and ratified.” Voting exclusion statement The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any person who might obtain a benefit (except a benefit solely in the capacity of a Shareholder) if the Resolution is passed, and any associate of those persons. However, the Company need not disregard a vote if:  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  it is cast by the Chair 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 2: Approval for issue of Shares to Placement Applicants To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1, and for all other purposes, approval be given for the issue of up to 30,000,000 Shares to Placement Applicants at an issue price of $0.03 as set out in the Explanatory Statement.” Voting exclusion statement The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit (except a benefit solely in the capacity of a Shareholder) if the Resolution is passed, and any associate of those persons. However, the Company need not disregard a vote if:  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  it is cast by the Chair 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 3: Approval for issue of Shares to an Exempt Investor To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1, and for all other purposes, approval be given for the issue of up to 100,000,000 Shares to an Exempt Investor at an issue price of at least 80% of the volume weighted average market price of Shares calculated over the last 5 days prior to the issue of the Shares and otherwise on the terms and conditions set out in the Explanatory Statement. Voting exclusion statement The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit (except a benefit solely in the capacity of a Shareholder) if the Resolution is passed, and any associate of those persons. However, the Company need not disregard a vote if:  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  it is cast by the Chair 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. 3 Resolution 4: Ratification of prior grant of Options to David Greenblatt To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “That for the purpose of ASX Listing Rule 7.1, and for all other purposes, the 1,500,000 Options granted to David Greenblatt as set out in the Explanatory Statement is hereby approved and ratified.” Voting exclusion statement The Company will disregard any votes cast on this Resolution by David Greenblatt, and any associate of that person. However, the Company need not disregard a vote if:  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  it is cast by the Chair 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: Grant of Options to State One Stockbroking Ltd To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1, and for all other purposes, approval be given for the grant of up to 5,712,800 Options to State One Stockbroking Ltd as set out in the Explanatory Statement.” Voting exclusion statement The Company will disregard any votes cast on this Resolution by State One Stockbroking Ltd, and any associate of that person. However, the Company need not disregard a vote if:  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  it is cast by the Chair 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. By order of the Board Amanda Wilton-Heald Company Secretary Potash West NL 29 July 2016 4 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of the shareholders of Potash West NL ACN 147 346 334 (Company) in connection with the Resolutions to be considered at the General Meeting to be held at Suite 3, 23 Belgravia Street, Belmont, Western Australia on 29 August 2016, commencing at 10:30am (WST). The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of General Meeting. This Notice should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting. Capitalised terms used in this Notice have the meaning given to them in the Definitions section. 1. Voting 1.1 Proxies Please note that:  a Shareholder entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also speak at the Meeting;  a proxy need not be a member of the Company;  a Shareholder may appoint a body corporate or an individual as its proxy;  a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and  Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative. To vote by proxy, please complete and sign the enclosed Proxy Form and send by:  post to the Company at Suite 3, 23 Belgravia Street, Belmont WA 6104  facsimile to the Company on +61 9475 0847; or  email to the Company at info@potashwest.com.au, so that it is received by no later than 10:30am (WST) on 27 August 2016. Proxy Forms received later than this time will be invalid. 1.2 Voting entitlements In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 10:30am (WST) on 27 August 2016. Accordingly, transactions registered after this time will be disregarded in determining Shareholder’s entitlement to attend and vote at the General Meeting. 5 2. Resolution 1: Ratification of prior issue of shares to Placement Applicants 2.1 Background On 15 July 2016, the Company successfully raised $1,713,849.94 for the offer of 57,127,998 shares at an issue price of $0.03 (before costs) as part of a placement to professional and sophisticated investors who qualify under section 708 of the Corporations Act and announced to the ASX on 18 July 2016. The Company issued the Shares on 21 July 2016 using its placement capacity under Listing Rules 7.1 and 7.1A. The Company is seeking Shareholder approval to ratify the prior issue of 57,127,998 Shares under the Placement to the Placement Applicants in accordance with Listing Rule 7.4. 2.2 Listing Rule 7.4 Listing Rule 7.1 provides that, subject to certain exceptions, prior approval of shareholders is required for an issue of securities by a company if those securities, when aggregated with the securities issued by the company during the previous 12 months (without approval and which were not subject to an exception), exceed 15% of the number of shares on issue at the commencement of that 12 month period. Shareholders passed a special resolution under Listing Rule 7.1A at the Company’s annual general meeting on 30 November 2015 which essentially provides the Company with additional Share placement capacity equal to 10% of its issued capital. Listing Rule 7.4 provides that where a company ratifies a prior issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing the company’s 15% capacity and enabling it to issue further securities up to that limit. In addition, prior issues of securities under Listing Rule 7.1A can be ratified under Listing Rule 7.4 to replenish a company’s additional 10% placement capacity and enable it to issue further Shares up to that limit. Resolution 1 proposes the ratification of the issue of 57,127,998 Shares under the Placement for the purpose of satisfying the requirements of Listing Rule 7.4. If Resolution 1 is approved, the Shares will not be included in the Company’s 15% calculation for the purposes of Listing Rule 7.1 or its 10% calculation for the purposes of Listing Rule 7.1A. As required by Listing Rule 7.5, the following information is provided in relation to Resolution 1. (a) Number of securities issued 57,127,998 Shares. (b) Price at which the securities were issued $0.03 each. (c) Terms of the securities The Shares issued under the Placement rank equally in all respects with other Shares on issue. (d) Name of the persons to whom the entity will issue the securities or the basis on which those persons were determined The Shares were issued to the Placement Applicants, being clients of, or investors introduced by, State One Stockbroking Ltd. (e) Intended use of the funds raised The Company intends to use the funds raised under the Placement for: (i) the expenses of the Placement; 6 2.3 (ii) costs associated with development activities of the Dinner Hill Fertiliser Project in the Dandaragan Trough, Western Australia; (iii) costs associated with evaluating new acquisitions or investment opportunities (including due diligence costs); and (iv) working capital, which may include wages, payments to contractors, rents and outgoings, insurance, accounting, audit, legal and listing fees, other items of a general administrative nature and cash reserves which may be used in connection with any project, investment or acquisition, as determined by the Board at the relevant time. Directors’ recommendations The Directors unanimously recommend that Shareholders vote in favour of Resolution 1. 3. Resolution 2: Approval for issue of Shares to Placement Applicants 3.1 Background As announced to the ASX on 18 July 2016, the Company successfully raised $1,713,849.95 for the offer of 57,127,998 shares as part of a placement to professional and sophisticated investors who qualify under s708 of the Corporations Act. The Company issued the Shares using the placement capacity under Listing Rules 7.1 and 7.1A. The Placement was heavily oversubscribed and to allow all Placement Applicants to participate in the Placement, the Company is seeking Shareholder approval for the issue of up to 30,000,000 Shares in accordance with Listing Rule 7.1. 3.2 Listing Rule 7.1 Listing Rule 7.1 provides that, subject to certain exceptions, prior approval of shareholders is required for an issue of securities by a company if those securities, when aggregated with the securities issued by the company without approval and which were not subject to an exception during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period. Listing Rule 7.1 provides that where a company approves an issue of securities, the Company’s 15% capacity will be replenished and the company will be able to issue further securities up to that limit. Resolution 2 seeks approval for the issue of up to 30,000,000 Shares for the purpose of satisfying the requirements of Listing Rule 7.1. If Resolution 2 is approved, the Shares will not affect the capacity of the Company to issue securities in the next 12 months under Listing Rule 7.1 as those securities, once issued, will be excluded from the calculations under Listing Rule 7.1. For the purposes of Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 2: (a) Maximum number of securities the entity is to issue Up to 30,000,000 Shares. (b) Date by which the entity will issue the securities It is anticipated that the Placement Applicants Shares will be issued to the Placement Applicants within 30 days of the General Meeting. In any event, however, no Placement Applicant Shares will be issued to the Placement Applicants later than 3 months after the Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules). (c) Issue price of the securities $0.03 each. 7 (d) Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected The Shares will be issued to Placement Applicants, being clients of, or investors introduced by State One Stockbroking Ltd. (e) Terms of the securities The Shares will rank equally in all respects with other Shares on issue. (f) Intended use of funds raised The Company intends to use the funds raised for: 3.3 (i) costs associated with development activities of the Dinner Hill Fertiliser Project in the Dandaragan Trough, Western Australia; (ii) costs associated with evaluating new acquisitions or investment opportunities (including due diligence costs); and (iii) working capital, which may include wages, payments to contractors, rents and outgoings, insurance, accounting, audit, legal and listing fees, other items of a general administrative nature and cash reserves which may be used in connection with any project, investment or acquisition, as determined by the Board at the relevant time. Directors’ recommendations The Directors unanimously recommend that Shareholders vote in favour of Resolution 2. 4. Resolution 3: Approval for issue of Shares to an Exempt Investor 4.1 Background Resolution 3 seeks Shareholder approval for the issue of up to 100,000,000 Shares to an Exempt Investor at an issue price of at least 80% of the volume weighted average price of Shares calculated over the last 5 days prior to the issue of Shares. The Company is currently in negotiations with an Exempt Investor to raise funds to assist with the development activities of the Dinner Hill Fertiliser Project. This negotiation is at an early stage, but putting this facility in place will allow the Board to make a quick decision, if required in the negotiations. This will be done with the view to maximizing the Company’s ability to raise funds to enable an aggressive development program to continue, the Directors believe that it is prudent to seek approval for the future issue of Shares to the Exempt Investor (Exempt Investor Shares). The Company is seeking Shareholder approval to approve the issue of up to 100,000,000 Shares to an Exempt Investor in accordance with Listing Rule 7.1. 4.2 Listing Rule 7.1 Listing Rule 7.1 provides that, subject to certain exceptions, prior approval of shareholders is required for an issue of securities by a company if those securities, when aggregated with the securities issued by the company without approval and which were not subject to an exception during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period. Listing Rule 7.1 provides that where a company approves an issue of securities, the company’s 15% capacity will be replenished and the company will be able to issue further securities up to that limit. Resolution 3 seeks approval for the issue of up to 100,000,000 Shares for the purpose of satisfying the requirements of Listing Rule 7.1. If Resolution 3 is approved, the Shares will not affect the capacity of the 8 Company to issue securities in the next 12 months under Listing Rule 7.1 as those securities, once issued, will be excluded from the calculations under Listing Rule 7.1. For the purposes of Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 3: (a) Maximum number of securities the entity is to issue Up to 100,000,000 Shares (b) Date by which the entity will issue the securities It is anticipated that the Exempt Investor Shares will be issued to the Exempt Investor within 30 days of the General Meeting. In any event, however, no Exempt Investor Shares will be issued to the Exempt Investor later than 3 months after the Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules). (c) Issue price of the securities The shares will be issued at a price of at least 80% of the volume weighted average price of Shares calculated over the last 5 days prior to the issue of Shares. (d) Names of the persons to whom the entity will issue the securities (if known) or basis upon which those persons will be identified or selected The Exempt Investor Shares will be issued to the Exempt Investor (or its nominee). (e) Terms of the securities The Exempt Investor Shares will rank equally in all respects with other Shares on issue. (f) Intended use of the funds raised The Company intends to use the funds raised for: 4.3 (i) costs associated with development activities of the Dinner Hill Fertiliser Project in the Dandaragan Trough, Western Australia; (ii) costs associated with evaluating new acquisitions or investment opportunities (including due diligence costs); and (iii) working capital, which may include wages, payments to contractors, rents and outgoings, insurance, accounting, audit, legal and listing fees, other items of a general administrative nature and cash reserves which may be used in connection with any project, investment or acquisition, as determined by the Board at the relevant time. Directors’ recommendations The Directors unanimously recommend that Shareholders vote in favour of Resolution 3. 5. Resolution 4: Ratification of prior grant of Options to David Greenblatt 5.1 Background On 14 December 2015, the Company granted 1,500,000 Options to David Greenblatt in consideration of consultancy services provided to the Company. The Company granted the Options using its placement capacity under Listing Rules 7.1. The Company is seeking Shareholder approval to ratify the prior grant of 1,500,000 Options in accordance with Listing Rule 7.4. 9 5.2 Listing Rule 7.4 Listing Rule 7.1 provides that, subject to certain exceptions, prior approval of shareholders is required for an issue of securities by a company if those securities, when aggregated with the securities issued by the company during the previous 12 months (without approval and which were not subject to an exception), exceed 15% of the number of shares on issue at the commencement of that 12 month period. Shareholders passed a special resolution under Listing Rule 7.1A at the Company’s annual general meeting on 30 November 2015 which essentially provides the Company with additional Share placement capacity equal to 10% of its issued capital. Listing Rule 7.4 provides that where a company ratifies a prior issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing the company’s 15% capacity and enabling it to issue further securities up to that limit. In addition, prior issues of securities under Listing Rule 7.1A can be ratified under Listing Rule 7.4 to replenish a company’s additional 10% placement capacity and enable it to issue further Shares up to that limit. Resolution 4 proposes the ratification of the grant of 1,500,000 Options for the purpose of satisfying the requirements of Listing Rule 7.4. If Resolution 4 is approved, the Options will not be included in the Company’s 15% calculation for the purposes of Listing Rule 7.1 or its 10% calculation for the purposes of Listing Rule 7.1A. As required by Listing Rule 7.5, the following information is provided in relation to Resolution 4. (g) Number of securities granted 1,500,000 Options (h) Exercise price at which the securities were granted Exercisable at $0.07 per Options (i) Price at which the securities were granted Granted for $Nil consideration (j) Expiry date of the securities Expiring 30 November 2018 (k) Terms of the securities The Options granted are an unlisted class of securities and the terms and conditions of the attaching options are set out in Annexure “A” (l) Names of the persons to whom the securities were granted David Greenblatt 5.3 Directors’ recommendations The Directors unanimously recommend that Shareholders vote in favour of Resolution 4. 6. Resolution 5: Grant of Options to State One Stockbroking Ltd 6.1 Background Resolution 5 seeks Shareholder approval for the grant of up to 5,712,800 Options to State One Stockbroking Ltd to the Placement at an exercise price of a 25% premium (3.75 cents) over the share price of the Shares issued in Resolution 1, expiring 30 June 2019 in consideration of capital raising services provided to the Company. 10 The Company is seeking Shareholder approval to approve the grant of up to 5,712,800 Options to State One Stockbroking Ltd in accordance with Listing Rule 7.1. 6.2 Listing Rule 7.1 Listing Rule 7.1 provides that, subject to certain exceptions, prior approval of shareholders is required for an issue of securities by a company if those securities, when aggregated with the securities issued by the company without approval and which were not subject to an exception during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period. Listing Rule 7.1 provides that where a company approves an issue of securities, the company’s 15% capacity will be replenished and the company will be able to issue further securities up to that limit. Resolution 5 seeks approval for the grant of up to 5,712,800 Options for the purpose of satisfying the requirements of Listing Rule 7.1. If Resolution 5 is approved, the Options will not affect the capacity of the Company to issue securities in the next 12 months under Listing Rule 7.1 as those securities, once issued, will be excluded from the calculations under Listing Rule 7.1. For the purposes of Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 5: (a) Maximum number of securities the entity is to grant Up to 5,712,800 Options (b) Date by which the entity will grant the securities It is anticipated that the Options will be granted to State One Stockbroking Ltd within 7 days of the General Meeting. In any event, however, no Options will be granted to State One Stockbroking Ltd later than 3 months after the Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules). (c) Exercise price at which the securities will be granted 3.75 cents (d) Price at which the securities will be granted Granted for $Nil consideration (e) Expiry date of the securities Expiring 30 June 2019 (f) Terms of the securities The Options granted are an unlisted class of securities and the terms and conditions of the attaching options are set out in Annexure “B” (g) Names of the persons to whom the options will be granted State One Stockbroking Ltd or their nominee 6.3 Directors’ recommendations The Directors unanimously recommend that Shareholders vote in favour of Resolution 5. 11 DEFINITIONS In this Notice and Explanatory Statement, the following terms have the following meanings: Annexure an annexure to this Explanatory Statement. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as the context requires. Board means the board of Directors. Business Day means any day other than a Saturday, a Sunday or a public holiday in Perth, Western Australia. Chair means the chairperson of the Meeting. Company means Potash West NL ACN 147 346 334. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Equity Securities has the meaning given in the Listing Rules. Explanatory Statement means the explanatory statement incorporated in the Notice. Exempt Investor means a professional or sophisticated investor under section 708 of the Corporations Act. General Meeting or Meeting means the general meeting of Shareholders to be held on 29 August 2016, at 10:30am (WST). Key Management Personnel means the key management personnel of the Company as defined in section 9 of the Corporations Act and Australian Accounting Standards Board accounting standard 124, being those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise). Listing Rules means the official Listing Rules of ASX. Notice of General Meeting or Notice means the notice of general meeting incorporating the Explanatory Statement. Option means an option to acquire a Share. Optionholder means a holder of one or more Options. Placement means the placement of 57,127,998 Shares to professional and sophisticated investors under section 708 of the Corporations Act as announced by the Company on 18 July 2016 at an issue price of $0.03 per Share. Placement Applicant means a person who applied for Shares under the Placement. No Placement Applicant is a related party. Proxy Form means the proxy form attached to this Notice. Relevant Interest has the meaning given in sections 608 and 609 of the Corporations Act. Resolution means a resolution contained in the Notice. Section means a section contained in the Explanatory Statement. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of one or more Shares. WST means Western Standard Time, being the time in Perth, Western Australia. 12 ANNEXURE A – TERMS AND CONDITIONS OF 30 NOVEMBER 2018 OPTIONS The terms and conditions of the Options are set out below. (a) Exercise price The exercise price of each Option is $0.07 per Share to be issued. (b) Entitlement Each Option shall entitle the holder the right to subscribe (in cash) for one Share. (c) Option period The Options will expire at 5.00pm (WST) on 30 November 2018 (Expiry Date). Subject to clause (g), Options may be exercised at any time prior to the Expiry Date and any not exercised shall automatically expire on the Expiry Date. (d) Ranking of Shares allotted on exercise Each Share allotted as a result of the exercise of any Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing Shares on issue at the date of allotment. (e) Voting A registered holder of an Option (Optionholder) will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being an Optionholder, a Shareholder. (f) Transfer Options are transferable at any time prior to the Expiry Date. This right is subject to any restrictions on the transf