Announcement PDF ASX Announcement 15 January 2014 _____________________________________________________________________________________ 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 F +61 8 9475 0847 ASX CODE PWN POTASH WEST TO RAISE $0.9 MILLION IN EQUITY VIA A NONRENOUNCEABLE ENTITLEMENT ISSUE Key Details:
Fully underwritten Entitlement Offer to shareholders to raise approximately $0.9 million
Provides Potash West with funding to advance feasibility studies on the Company’s Dandaragan Trough Project
Bonus Offer of partly paid shares deemed to be paid up to $0.001 Potash West NL (ASX: PWN) (“Potash West” or “The Company”) is pleased to announce today the launch of an equity raising of approximately $0.9 million. The equity raising is being conducted by way of a fully underwritten non-renounceable, pro rata entitlement offer of shares to eligible shareholders at an issue price of $0.05 each on the basis of 1 new share for every 5 shares held at 28 January 2014 (First Record Date), to raise approximately $0.9 million (Entitlement Offer). Under the same prospectus, the Company is also undertaking and a non-renounceable, pro rata bonus issue of partly paid shares to eligible shareholders at a total issue price of $0.05 each on the basis of 1 new partly paid share for every 2 shares held at 24 March 2014 (Second Record Date) with each partly paid share deemed to be paid up to $0.001 (Bonus Offer). CORPORATE INFORMATION (15 January 2014) Overview of Entitlement Offer 94M Ordinary shares 4M Unlisted options 8M Listed options The Entitlement Offer is a pro rata non-renounceable offer of shares to eligible shareholders at an issue price of $0.05 each on the basis of 1 new share for every 5 shares held at the First Record Date. The Entitlement Offer is fully underwritten by Barclay Wells Limited. BOARD OF DIRECTORS Adrian Griffin (Non-Executive Chairman) Patrick McManus (Managing Director) George Sakalidis (Non-Executive Director) Gary Johnson (Non-Executive Director) Based on the current capital structure of the Company (and assuming no existing options are exercised prior to the First Record Date), the number of shares to be issued pursuant to the Entitlement Offer is 18,804,213. The Entitlement Offer will raise approximately $940,210 before costs. Use of Proceeds of Entitlement Offer The purpose of the Entitlement Offer is to raise up to $940,210 before expenses. The funds raised will be used to advance the feasibility studies on the Company’s assets in the Dandaragan Trough and manage the patents for the K-Max process. 1 Potash West NL – Non-Renounceable Pro Rata Entitlements Offer & Bonus Issue January 2014 Overview of Bonus Offer The Bonus Offer is a non-renounceable, pro rata bonus issue of partly paid shares to eligible shareholders at a total issue price of $0.05 each on the basis of 1 new partly paid share for every 2 shares held at the Second Record Date. Each partly paid share will be issued for nil cash consideration and will be deemed to be paid up to $0.001. There is no contractual obligation on holders to pay up the unpaid amount of the partly paid shares. The Company will not make any call in respect of the unpaid amount within the first 6 months of issue. After that date the Company will not call more than $0.02 in any 6 month period. IMPORTANT The partly paid shares will be issued to eligible shareholders for no cash consideration. However, in order for shareholders to receive their entitlement (if any), they must return an acceptance form in accordance with the Company’s Prospectus dated 15 January 2014. Shareholders who apply for shares under the Entitlement Offer are deemed to accept their entitlements (if any) under the Bonus Offer and are therefore not required to lodge a separate (additional) acceptance form for new partly paid shares. Shareholders who fail to return an acceptance form for partly paid shares by 25 March 2014 (or who do not apply for shares under the Entitlement Offer) will not receive their entitlement (if any) to free partly paid shares. The Company will apply for quotation of the partly paid shares however quotation will be subject to ASX confirmation and the Company meeting the spread requirements of the ASX Listing Rules. Based on the capital structure of the Company (and assuming no existing options are exercised prior to the Second Record Date), the maximum number of partly paid shares to be issued pursuant to the Bonus Offer is 56,412,638. No rights trading Entitlements to securities pursuant to the Offers are non-renounceable and, accordingly, rights cannot be traded on the ASX. Indicative Timetable Event Announcement of Offers, Appendix 3B lodged with ASX and Prospectus lodged with ASX and ASIC Date 15 January 2014 Entitlement Offer Notice sent to Optionholders 15 January 2014 Notice sent to Shareholders 16 January 2014 ‘Ex’ date 21 January 2014 First Record Date (5.00pm (WST)) 28 January 2014 Prospectus issued to Eligible Shareholders and announcement of issue of Prospectus 31 January 2014 Opening Date of Offers 31 January 2014 Entitlement Offer Closing Date (5.00pm (WST)) 14 February 2014 Deferred settlement trading commences 17 February 2014 ASX notified of under-subscriptions 19 February 2014 1 Potash West NL – Non-Renounceable Pro Rata Entitlements Offer & Bonus Issue January 2014 Issue of New Shares and deferred settlement trading ends 24 February 2014 Commencement of trading of New Shares 25 February 2014 Bonus Offer ‘Ex’ date and deferred settlement trading commences 18 March 2014 Second Record Date (5.00pm (WST)) 24 March 2014 Bonus Offer Closing Date (5.00pm (WST)) 25 March 2014 Issue of New Partly Paid Shares and deferred settlement trading ends 31 March 2014 Commencement of trading of New Partly Paid Shares 1 April 2014 The timetable is subject to change. Potash West reserves the right to vary the timetable for the Offers without notice, subject to the Corporations Act, ASX Listing Rules and other applicable laws. The commencement of quotation of new securities is subject to confirmation from the ASX. The Company lodged a Prospectus for the Offers at the Australian Securities & Investment Commission on 15 January 2014. The Prospectus will be mailed to eligible shareholders on 31 January 2014. Each shareholder’s entitlement under the Entitlement Offer will be set out in the Entitlement Offer Application Form that will accompany the Prospectus. Shareholders should consult their brokers or professional advisors in regards to the definition of ‘Ex’ date and record date to ensure that their entitlements to participate in the Offers are assured. For further information contact: Potash West NL Patrick McManus Managing Director Tel: +61 (08) 9479 5386 Web: www.potashwest.com.au Barclay Wells Terry Gardiner Managing Director Tel: +61 (08) 6380 3333 Media: Professional Public Relations Colin Hay Tel: +61 (08) 9388 0944 This document has been prepared by Potash West NL for the purpose of providing an activity update to interested analysts/investors and shareholders. Any statements, opinions, projections, forecasts or other material contained in this document do not constitute any commitments, representations or warranties by Potash West NL or its directors, agents and employees. Except as required by law, and only to the extent so required, directors, agents and employees of Potash West NL shall in no way be liable to any person or body for any loss, claim, demand, damages, costs or expenses of whatsoever nature arising in any way out of, or in connection with, the information contained in this document. This document includes certain statements, opinions, projections, forecasts and other material, which reflect various assumptions. The assumptions may or may not prove to be correct. Potash West NL recommends that potential investors consult their professional advisor/s as an investment in the company is considered to be speculative in nature. 1