02:00 Mon 11 Nov 2019
Salt Lake Potash Ltd - Result of AGM. Issue of Equity. Appendix 3B
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AIM/ASX Code: SO4
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Results of Annual General Meeting Corporate Presentation Issue of Equity Appendix 3B
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AIM and ASX listed
The resolutions voted on were in accordance with the Notice of Annual General Meeting announced on
In accordance with Section 251AA of the Corporations Act 2001, the following information is also provided:
Resolution |
Result |
Number of Proxy Votes |
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For |
Against |
Abstain |
Proxy's Discretion |
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1. Remuneration Report |
Passed unanimously on a show of hands |
44,977,186 |
4,877,880 |
15,750,000 |
2,802,202 |
2. Re-election of Director - Mr |
Passed unanimously on a show of hands |
65,605,066 |
- |
- |
2,802,202 |
3. Ratification of |
Passed unanimously on a show of hands |
60,727,186 |
181,102 |
4,696,778 |
2,802,202 |
4. Ratification of Placement |
Passed unanimously on a show of hands |
65,598,066 |
7,000 |
- |
2,802,202 |
5. Ratification of Consultant Options |
Passed unanimously on a show of hands |
65,598,066 |
7,000 |
- |
2,802,202 |
6. Ratification of Facility Options |
Passed unanimously on a show of hands |
65,605,066 |
- |
- |
2,802,202 |
7. Issue of Taurus Options |
Passed unanimously on a show of hands |
65,423,964 |
181,102 |
- |
2,802,202 |
8. Issue of Advisor Options |
Passed unanimously on a show of hands |
62,998,066 |
7,000 |
2,600,000 |
2,802,202 |
9. Issue of Shares to Mr Tony Swiericzuk |
Passed unanimously on a show of hands |
65,498,066 |
107,000 |
- |
2,802,202 |
10. Issue of Employee Options |
Passed unanimously on a show of hands |
60,801,288 |
4,803,778 |
- |
2,802,202 |
11. Approval of Employee Equity Incentive Plan |
Passed unanimously on a show of hands |
60,747,288 |
4,803,778 |
54,000 |
2,802,202 |
12. Issue of Performance Rights to Mr Tony Swiericzuk |
Passed unanimously on a show of hands |
60,798,134 |
4,806,932 |
- |
2,802,202 |
13. Approval of Additional 10% Placement Capacity |
Passed unanimously on a show of hands |
65,427,810 |
177,256 |
- |
2,802,202 |
The Company released a new Corporate Presentation for the Annual General Meeting which is available to view on www.so4.com.au.
Issue of Securities
Following the Annual General Meeting, the Company has also released an Appendix 3B on the
- 266,258 ordinary shares of no par value ("Ordinary Shares") to the CEO, Mr Tony Swiericzuk (following receipt of shareholder approval) in lieu of vested performance rights that the Company was unable to convert prior to expiry.
- 17,635 Ordinary Shares to a consultant in partial satisfaction of fees owing.
- 472,500 Ordinary Shares to employees, consultants and directors on conversion of performance rights following satisfaction of the BFS Milestone. Mr
- 288,324 performance rights to the CEO Mr Tony Swiericzuk (following receipt of shareholder approval) vesting on
- 4,852,074 performance rights with various milestones to key employees and consultants.
- 4,200,000 incentive options to key employees.
- 1,000,000 unlisted options to a key advisor.
Settlement and dealings
Application will be made to the AIM Market of the
Total Voting Rights
For the purposes of the
Directors' interests
Following the issue of these shares, the directors will have the following interests in shares:
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Number of shares |
Percentage of issued share capital |
Tony Swiericzuk |
1,218,639 |
0.47% |
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4,050,000 |
1.58% |
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50,000 |
0.02% |
Mr Swiericzuk also holds an indirect interest in 5 million incentive options and 7,288,324 performance rights.
For further information please visit www.so4.com.au or contact:
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Tel: +61 8 6559 5800 |
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Tel: +44 (0) 20 7383 5100 |
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,
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ABN |
98 117 085 748 |
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
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(a) Ordinary Shares (b) Ordinary Shares (c) Ordinary Shares (d) Incentive Options (e) Incentive Options (f) Incentive Options (g) Unlisted Options (h) Performance Rights (i) Performance Rights |
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2 |
Number of +securities issued or to be issued (if known) or maximum number which may be issued
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(a) 266,258 (b) 472,500 (c) 17,635 (d) 300,000 (e) 1,900,000 (f) 2,000,000 (g) 1,000,000 (h) 288,324 (i) 4,852,074 |
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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) |
(a) Fully paid ordinary shares (b) Fully paid ordinary shares (c) Fully paid ordinary shares (d) Incentive options exercisable for (e) Incentive options exercisable for (f) Incentive options exercisable for (g) Unlisted options exercisable for (h) Performance rights subject to short term incentive milestone expiring (i) Performance rights which are subject to various performance conditions to be satisfied prior to the relevant expiry dates between |
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4 |
Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
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 |
(a) Yes (b) Yes (c) Yes (d) No - Not listed (e) No - Not listed (f) No - Not listed (g) No - Not listed (h) No - Not listed (i) No - Not listed
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5 |
Issue price or consideration
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(a) Nil (b) Nil (c) (d) Nil (e) Nil (f) Nil (g) (h) Nil (i) Nil |
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6 |
Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
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(a) Issue of shares following Shareholder approval in lieu of vested performance rights that were unable to be converted prior to expiry. (b) Conversion of performance rights following satisfaction of the BFS milestone. (c) Issue of shares to consultant in partial consideration for fee. (d) Issue of incentive options to key employees pursuant to their service agreements with the Company. (e) Issue of incentive options to key employees pursuant to their service agreements with the Company. (f) Issue of incentive options to key employees pursuant to their service agreements with the Company. (g) Issue of unlisted options to advisor in relation to advisory services provided on the Company's debt financing. (h) Issue of performance rights to the CEO following Shareholder approval. (i) Issue of performance rights to key employees and consultants in accordance with the Company's Employee Equity Incentive Plan. |
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6a |
Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i |
Yes |
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6b |
The date the security holder resolution under rule 7.1A was passed |
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6c |
Number of +securities issued without security holder approval under rule 7.1 |
1,017,635
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6d |
Number of +securities issued with security holder approval under rule 7.1A |
Nil |
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6e |
Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) |
4,754,582 (
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6f |
Number of +securities issued under an exception in rule 7.2 |
5,324,574 |
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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. |
Not Applicable
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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 |
Not Applicable |
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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 |
7.1 - 36,629,710 7.1A - 25,597,659
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7 |
+Issue dates 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. |
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Number |
+Class |
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8 |
Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) |
256,743,373 |
Ordinary Shares |
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Number |
+Class |
9 |
Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
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7,500,000
10,000,000
750,000
1,000,000
250,000
500,000
750,000
400,000
9,375,000
2,000,000
4,650,000
5,000,000
1,000,000
9,000,000
24,930,398
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Class B Performance Shares
Class
Incentive Options exercise price
Incentive Options exercise price
Incentive Options exercise price
Incentive Options exercise price
Incentive Options exercise price
Incentive Options exercise price
Unlisted Options exercise price
Incentive Options exercise price
Incentive Options exercise price
Incentive Options exercise price
Unlisted Options exercise price
Unlisted Options exercise price
Performance rights which are subject to various performance conditions to be satisfied prior to the relevant expiry dates between |
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10 |
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Not Applicable |
Part 2 ‑ Pro rata issue
11 |
Is security holder approval required?
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Not Applicable |
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12 |
Is the issue renounceable or non-renounceable? |
Not Applicable |
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13 |
Ratio in which the +securities will be offered |
Not Applicable |
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14 |
+Class of +securities to which the offer relates |
Not Applicable |
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15 |
+Record date to determine entitlements |
Not Applicable
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16 |
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? |
Not Applicable |
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17 |
Policy for deciding entitlements in relation to fractions
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Not Applicable |
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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. |
Not Applicable |
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19 |
Closing date for receipt of acceptances or renunciations |
Not Applicable |
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20 |
Names of any underwriters
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Not Applicable |
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21 |
Amount of any underwriting fee or commission |
Not Applicable |
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22 |
Names of any brokers to the issue
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Not Applicable |
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23 |
Fee or commission payable to the broker to the issue |
Not Applicable |
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24 |
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders |
Not Applicable |
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25 |
If the issue is contingent on security holders' approval, the date of the meeting |
Not Applicable |
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26 |
Date entitlement and acceptance form and offer documents will be sent to persons entitled |
Not Applicable |
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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 |
Not Applicable |
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28 |
Date rights trading will begin (if applicable) |
Not Applicable |
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29 |
Date rights trading will end (if applicable)
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Not Applicable |
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30 |
How do security holders sell their entitlements in full through a broker? |
Not Applicable |
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31 |
How do security holders sell part of their entitlements through a broker and accept for the balance? |
Not Applicable |
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32 |
How do security holders dispose of their entitlements (except by sale through a broker)? |
Not Applicable |
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33 |
+Issue date
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Not Applicable |
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)
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(a) |
X |
+Securities described in Part 1 |
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(b) |
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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 |
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35 |
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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 |
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36 |
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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 |
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37 |
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A copy of any trust deed for the additional +securities |
Entities that have ticked box 34(b)
38 |
Number of +securities for which +quotation is sought
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Not Applicable |
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39 |
+Class of +securities for which quotation is sought
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Not Applicable |
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40 |
Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
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 |
Not Applicable |
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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)
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Not Applicable |
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Number |
+Class |
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42 |
Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
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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:
(Director/Company secretary)
Print name:
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