22 February 2022

MARCH 2022 GENERAL MEETING

For personal use only

Dear Shareholder

South Harz Potash Limited (ACN 153 414 852) (Company) gives notice to Shareholders that in relation to the Notice of General Meeting dated 12 January 2022 (Notice) in respect of the Company's general meeting of members to be held at 3:00pm (WST) on 11 February 2022 (Meeting), the Directors have resolved to:

  1. postpone the Meeting until 3:00pm (WST) on 24 March 2022; and
  2. include new Resolutions 11 to 16 on the terms set out in this Addendum (Additional Resolution).

The purpose of the Addendum is to re-approve the terms and conditions of the Incentive Options as set out in the Company's notice of meeting dated 9 November 2021 for the meeting held on 16 December 2021 (Previous Meeting).

The Meeting will be held as a physical meeting at:

Hubbard House, Unit 13

6 - 10 Douro Place, West Perth, WA 6005

on 24 March 2022 at 3:00pm (AWST)

Amendments were made to the Corporations Act 2001 by Parliament in Treasury Laws Amendment (2021 Measures No. 1) Act 2021. These amendments came into effect on 14 August 2021 and allow meetings to be convened electronically and held using virtual meeting technology, and for notices of meeting to be sent to recipients by means of an electronic communication or access the document electronically.

As a result, South Harz Potash is not sending hard copies of the general meeting materials to shareholders. Instead, a copy of the notice of meeting is available on the Company's website at:

https://southharzpotash.com/

If you have elected to receive notices by email, you will be notified by email. If you have not elected to receive notices by email, a copy of your proxy form will be posted to you, together with this letter.

South Harz Potash will hold a physical meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government's and State Government's current restrictions on physical gatherings. However, in order to minimise the risk to shareholders and to South Harz Potash and its ongoing operations, we strongly encourage Shareholders to vote by proxy instead of attending the meeting.

The situation regarding COVID-19 is evolving rapidly and South Harz Potash is following the guidance of the Australian Government. Shareholders are encouraged to monitor South Harz Potash's ASX announcements for any further updates in relation to the Meeting.

The notice of meeting and other documents are important and should be read in their entirety. If you do not understand them, you should consult your professional advisers without delay.

Yours sincerely

Dr Chris Gilchrist

Managing Director

Unit 13, 6-10 Douro Place

CONTACT DETAILS

ABN: 64 153 414 852

W: southharzpotash.com

ASX Code: SHP

West Perth WA 6005

E:info@southharzpotash.com

ASX Code (Options): SHPO

P: +61 408 447 493

Frankfurt Code: A2DWXX

For personal use only

SOUTH HARZ POTASH LIMITED

ACN 153 414 852

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:

3:00 pm AWST

DATE: Friday 11 February 2022

PLACE: Unit 13, 6-10 Douro Place

WEST PERTH WA 6005

The business of the Meeting affects your shareholding and your vote is important.

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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm AWST on 9 February 2022.

For personal use only

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE OF SHARES UNDER TRANCHE 1 (LR 7.1)

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 7.4 and for all other purposes, Shareholders ratify the issue of 41,666,669 Shares on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 - RATIFICATION OF PRIOR ISSUE OF BROKER SHARES - (LR 7.1

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 7.4 and for all other purposes, Shareholders ratify the issue of 438,417 Shares on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE OF BROKER OPTIONS - (LR 7.1

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 7.4 and for all other purposes, Shareholders ratify the issue of 2,192,084 Options on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE OF BROKER OPTIONS - (LR 7.1

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 7.4 and for all other purposes, Shareholders ratify the issue of 2,192,084 Options on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

5. RESOLUTION 5 - ISSUE OF SHARES TO RELATED PARTY - DR CHRIS GILCHRIST

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 10.11 and for all other purposes, approval is given for the Company to issue 175,000 Shares, to Chris Gilchrist

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(or his nominee) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below

6. RESOLUTION 6 - ISSUE OF SHARES TO RELATED PARTY - MR RORY LUFF

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 10.11 and for all other purposes, approval is given for the Company to issue 833,333 Shares, to Rory Luff (or his nominee) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below

7. RESOLUTION 7 - ISSUE OF SHARES TO RELATED PARTY - MR HANSJOERG PLAGGEMARS

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 10.11 and for all other purposes, approval is given for the Company to issue 166,667 Shares, to Hansjoerg Plaggemars (or his nominee) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below

8. RESOLUTION 8 - ISSUE OF SHARES TO RELATED PARTY - MR IAN FARMER

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 10.11 and for all other purposes, approval is given for the Company to issue 166,667 Shares, to Ian Farmer (or his nominee) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below

9. RESOLUTION 9 - ISSUE OF SHARES TO RELATED PARTY - MR LEN JUBBER

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 10.11 and for all other purposes, approval is given for the Company to issue 416,667 Shares, to Len Jubber (or his nominee) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

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10. RESOLUTION 10 - ISSUE OF SHARES TO RELATED PARTY - DR REINOUT KOOPMANS

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 10.11 and for all other purposes, approval is given for the Company to issue 416,667 Shares, to Reinout Koopmans (or his nominee) on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

Dated 12 January 2022

By order of the Board

Graeme Smith

Company Secretary

South Harz Potash Limited

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South Harz Potash Ltd. published this content on 23 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 February 2022 05:58:04 UTC.