Announcement PDF ASX Announcement 20 October 2014 _____________________________________________________________________________________ NOTICE UNDER SECTION 708A COMPANY DETAILS ABN: 62 147 346 334 PRINCIPAL AND REGISTERED OFFICE Potash West NL Suite 3 23 Belgravia Street Belmont WA 6104 POSTAL ADDRESS PO Box 588 Belmont WA 6984 W www.potashwest.com.au E info@potashwest.com.au P +61 8 9479 5386 The Company has today issued 58,900,000 ordinary fully paid shares. The ordinary fully paid shares are part of a class of securities quoted on the Australian Securities Exchange Limited (ASX). The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act 2001. The shares were issued without disclosure to private investors under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act 2001. The Company, as at the date of this notice, has complied with: a) b) the provisions of Chapter 2M of the Corporations Act 2001; and Section 674 of the Corporations Act 2001. There is no excluded information as at the date of this notice, for the purposes of Sections 708A(7) and (8) of the Corporations Act 2001. F +61 8 9475 0847 ASX CODE PWN OTC PINK PWNNY CORPORATE INFORMATION (20 October 2014) 196M Ordinary fully paid shares 36M Ordinary partly paid shares 5M Unlisted Options 8M Listed Options BOARD OF DIRECTORS Adrian Griffin (Non-Executive Chairman) Patrick McManus (Managing Director) George Sakalidis (Non-Executive Director) Gary Johnson (Non-Executive Director) For further information contact: Potash West NL: Patrick McManus Managing Director Tel: +61 (08) 9479 5386 info@potashwest.com.au Web: www.potashwest.com.au About Potash West Potash West (ASX:PWN) is an exploration company focused on developing potassium-rich glauconite deposits in West Australia’s Perth Basin. The Company aims to define a substantial resource base and investigate how best to recover phosphate and potash from the mineral. The project is well situated in relation to infrastructure, with close access to rail, power and gas. A successful commercial outcome will allow the Company to become a major contributor to the fertilizer market at a time of heightened demand. The Company has a major land holding over one of the world’s largest known glauconite deposits, with exploration licenses and applications covering an area of more than 2,000km 2. Previous exploration indicates glauconite sediments are widespread for more than 150km along strike and 30km in width. Appendix 3B New issue announcement Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 3B New issue announcement, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13 Name of entity Potash West NL ABN 62 147 346 334 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or to be issued (i) (ii) (iii) (iv) Ordinary Fully Paid Shares Ordinary Fully Paid Shares Ordinary Fully Paid Shares Ordinary Fully Paid Shares 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued (i) (ii) (iii) (iv) 56,400,000 250,000 1,250,000 1,000,000 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) (i) (ii) (iii) (iv) Ordinary Fully Paid Shares Ordinary Fully Paid Shares Ordinary Fully Paid Shares Ordinary Fully Paid Shares + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1 Appendix 3B New issue announcement 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? (i) (ii) (iii) (iv) Yes Yes Yes Yes (i) (ii) (iii) (iv) $0.05 per share Deemed price of $0.05 per share Deemed price of $0.035 per share Deemed price of $0.05 per share 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 5 Issue price or consideration 6 Purpose of the issue (i) (If issued as consideration for the (ii) acquisition of assets, clearly identify those assets) (iii) (iv) 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Placement announced 10 October 2014 In lieu of cash payments for investor relations services In lieu of cash payments for capital raising services In lieu of cash payments for tenement data Yes If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 25 November 2013 (i) (ii) (iii) (iv) 16,400,000 250,000 1,250,000 1,000,000 + See chapter 19 for defined terms. Appendix 3B Page 2 04/03/2013 Appendix 3B New issue announcement 6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 Nil 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. N/A 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 N/A 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 Refer Annexure 1 7 +Issue dates 20 October 2014 Nil (i) 40,000,000 Ordinary Fully Paid Shares 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. 8 Number all 196,314,005 Number and +class of +securities quoted on ASX (including the +securities in section 2 if applicable) +Class Ordinary Fully Paid Shares 35,960,024 Ordinary Partly Paid Shares (paid to $0.001, unpaid $0.049) 8,221,457 $0.300 listed options expiring 15 March 2015 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1 Appendix 3B New issue announcement 9 10 Number all 1,250,000 +class Number and of +securities not quoted on ASX (including the +securities in section 2 if applicable) Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) +Class $0.280 unlisted options expiring 30 November 2014 1,000,000 $0.130 unlisted options expiring 25 October 2015 1,350,000 $0.355 unlisted options expiring 13 November 2015 100,000 $0.400 unlisted options expiring 8 September 2016 100,000 $0.600 unlisted options expiring 8 September 2016 500,000 $0.15 unlisted options expiring 7 February 2017 N/A Part 2 - Pro rata issue 11 Is security required? holder approval 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the +securities will be offered 14 +Class 15 +Record of +securities to which the offer relates date to determine entitlements + See chapter 19 for defined terms. Appendix 3B Page 4 04/03/2013 Appendix 3B New issue announcement 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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. 19 Closing date for receipt acceptances or renunciations of 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 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 28 Date rights trading will begin (if applicable) + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1 Appendix 3B New issue announcement 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date 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 + See chapter 19 for defined terms. Appendix 3B Page 6 04/03/2013 Appendix 3B New issue announcement A copy of any trust deed for the additional +securities 37 Entities that have ticked box 34(b) 38 Number of +securities for which +quotation is sought 39 +Class 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? of +securities for which quotation is sought 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 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) Number 42 +Class Number and +class of all +securities quoted on ASX (including the +securities in clause 38) + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1 Appendix 3B New issue announcement 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: 20 October 2014 Director Print name: Patrick McManus == == == == == + See chapter 19 for defined terms. Appendix 3B Page 8 04/03/2013 Appendix 3B New issue announcement 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 92,021,064 Add the following: • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 54,784,237 • Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval 66,107,857 • Number of partly paid +ordinary securities that became fully paid in that 12 month period 460,871 Nil 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 Subtract the number of fully paid +ordinary securities cancelled during that 12 month period Nil “A” 178,133,205 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 9 Appendix 3B New issue announcement Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 26,719,981 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 counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 18,900,000 fully paid ordinary shares (this notice) 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 “C” 18,900,000 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 26,719,981 Note: number must be same as shown in Step 2 Subtract “C” 18,900,000 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 7,819,981 [Note: this is the remaining placement capacity under rule 7.1] + See chapter 19 for defined terms. Appendix 3B Page 10 04/03/2013 Appendix 3B New issue announcement 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” 178,133,205 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 17,813,321 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 Nil 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 “E” Nil + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 11 Appendix 3B New issue announcement Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 17,813,321 Note: number must be same as shown in Step 2 Subtract “E” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 17,813,321 Note: this is the remaining placement capacity under rule 7.1A + See chapter 19 for defined terms. Appendix 3B Page 12 04/03/2013