Australian Potash : Share Purchase Plan - Shareholders Invitation to Participate

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ASX ANNOUNCEMENT

ASX: APC

22 November 2021

Share Purchase Plan - Shareholders' Invitation to Participate

Australian Potash Limited (ASX: APC or the Company) is pleased to provide a copy of the letter being sent to eligible APC shareholders regarding the Company's Share Purchase Plan that was previously announced on 2 November 2021 (SPP). Accompanying the letter is the SPP Terms and Conditions and an example application form.

This release was authorised by the Board of the Directors.

Matt Shackleton	Michelle Blandford
Managing Director & CEO	Company Secretary
[e-mail]	[e-mail]
[phone]	[phone]

About Australian Potash Limited onlyuse personalFor

APC holds a 100% interest in the Lake Wells Sulphate of Potash (LSOP), located approximately 500km northeast of Kalgoorlie, in Western Australia's Eastern Goldfields. The Company is

finalising pre-development plans for commencement of construction. First production from the LSOP is scheduled for 24 to 27 months from a Final Investment Decision.

K-Brite is a registered trademark brand of Australian Potash Limited and the brand under which the suite of high quality, premium SOP products from the LSOP will be marketed.

APC holds a 100% interest in the Laverton Downs Project, located 5kms north of Laverton, in Western Australia's Eastern Goldfields.i

APC holds a 30% free-carried interest in the Lake Wells Gold Project, located 500kms northeast of Kalgoorlie, in Western Australia's Eastern Goldfields.ii

Please visit www.australianpotash.com.aufor more information.

• Refer to ASX Announcement 9 April 2021 ii Refer to ASX Announcement 8 April 2021

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For personal use only

22 November 2021

Dear Shareholder,

Invitation to Participate in Share Purchase Plan

On 2 November 2021, Australian Potash Limited (ACN: 149 390 394) (APC or the Company) announced that it had received binding commitments to undertake a placement of fully paid ordinary shares at a price of $0.08 per share, to raise $12 million (Placement). The Placement is being issued to institutional and sophisticated investors in two tranches; the first tranche utilising the Company's available placement capacity under ASX Listing Rule 7.1; and the second tranche subject to shareholder approval at the Company's annual general meeting scheduled for 15 December 2021 (AGM).

In order to provide all eligible shareholders with the ability to participate in this capital raising, the Company is pleased to provide details of its Share Purchase Plan (SPP) offer. Under the SPP, APC is giving each Eligible Shareholder (as defined below) the opportunity to purchase up to $30,000 worth of fully paid ordinary shares (New Shares), irrespective of the size of their shareholding, without incurring brokerage or transaction costs. Per ASX requirements, the issue of the New Shares under the SPP is subject to shareholder approval at the AGM.

The offer under the SPP (Offer) is intended to raise up to $2,000,000 (before expenses) on the terms and conditions (Terms and Conditions) enclosed with this letter. In the event of over-subscriptions, the Company will scale back applications to the limit, at the Board's discretion. The Offer is not underwritten. Eligible Shareholders are encouraged to read the Terms and Conditions before applying under the Offer.

Shareholders Eligible to Participate in the SPP

Participation under the SPP is optional and is available exclusively to shareholders who are registered as holders of Shares at 5.00pm AWST on 1 November 2021 and whose registered address is in Australia or New Zealand (Eligible Shareholders).

Share Purchase Plan

The SPP entitles Eligible Shareholders to purchase up to $30,000 worth of New Shares. The issue price of the New Shares will be $0.08 (Price), being the same price as shares issued under the Placement.

The volume weighted average price of Shares traded on the ASX during the five (5) trading days immediately prior to the announcement date of the Offer was $0.1262 (VWAP Price), and the Price under the Offer represents a discount of 36.6% to the VWAP Price.

The SPP is intended to raise up to $2,000,000, and the Company will undertake a scale-back in the case of over-subscriptions.

The ASX has granted the Company a waiver from ASX Listing Rule 10.11 to the extent necessary to permit the directors of the Company who qualify as Eligible Shareholders to participate in the SPP without shareholder approval under ASX Listing Rule 10.11 on the following conditions:

• shareholders approve the SPP; and

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• directors and their associates are offered shares under the SPP on the same terms as other shareholders.

An outline of the SPP is set out in this letter and the enclosed Terms and Conditions. An application form for the SPP (Application Form) is included in this package.

Subscription and Application Procedure

Eligible Shareholders may participate by selecting only one of the following offers to purchase New Shares under the SPP:

	Total amount payable	Number of New Shares
Offer A	$30,000	375,000
Offer B	$20,000	250,000
Offer C	$15,000	187,500
Offer D	$10,000	125,000
Offer E	$5,000	62,500
Offer F	$2,000	25,000

If you apply for New Shares under the Offer you are applying for a certain value of New Shares at the Price, rather than a certain number of New Shares.

If you would like to participate in the Offer, you can either:

• make an electronic funds transfer (EFT) payment from your cheque or savings account by using the unique Reference Number shown on your Application Form which is required to identify your holding. If you make your payment using EFT you do not need to return your Application Form. Payments must be received by the share registry no later than 5.00pm (AWST) on 13 December 2021 (Closing Date); or
• make a BPAY®1 payment from your cheque or savings account by using the Biller Code and Reference Number shown on your Application Form which is required to identify your holding. If you make your payment using BPAY® you do not need to return your Application Form. Payments must be received by the share registry by the Closing Date.

Further details relating to payment options are provided in the Terms and Conditions.

Once an application has been made it cannot be revoked. All valid applications shall be deemed accepted if received before the Closing Date. If the exact amount of money is not paid by EFT or BPAY®, the Company reserves the right to either:

• return your payment and not allot any New Shares to you; or
• allot to you the number of New Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you as soon as possible, without interest.

• ®Registered to BPAY Pty Ltd; ABN 69 079 137 518

Australian Potash Limited (ASX:APC)

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Any monies returned by the Company will be by cheque in Australian currency.

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The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).

Custodians and Nominees

Eligible Shareholders who hold Shares as custodian or nominee for one or more persons on the Record Date (Participating Beneficiary) may apply for up to a maximum amount of $30,000 worth of Shares in respect of each Participating Beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to the Company, as described in the Terms and Conditions enclosed with this letter. Please refer to the Terms and Conditions for more details.

Indicative Timetable

Record Date	1 November 2021 (5.00pm AWST)
Announcement Date	2 November 2021
Dispatch of Offer document and Application	22 November 2021
Forms to Eligible Shareholders
Opening Date of Offer	22 November 2021
Closing Date for acceptance	13 December 2021 (5.00pm AWST)
Date of AGM	15 December 2021
Date of issue of New Shares (subject to	17 December 2021
Shareholder approval at the AGM)

These dates are indicative only. Subject to the Listing Rules, the Company may vary the dates and times of the Offer without notice, although the SPP will not close early. However, shareholders are encouraged to submit their application as early as possible upon receipt of the SPP documentation.

Acceptance of Risk Factors

On the last trading day immediately prior to the announcement date of the Offer, the closing price of the shares traded on ASX was $0.115. The market price of shares in the Company may rise and fall between the date of the Offer or the date of acceptance of the Offer, and the date that any New Shares are issued to you.

By making an application under this Offer and applying for New Shares under the SPP, each Eligible Shareholder will be acknowledging that although the Price of $0.08 is at a discount to trading immediately prior to announcement, shares are a speculative investment and the price of shares on ASX may change between the date of APC announcing its intention to make an Offer and the date of issue of New Shares under that Offer and that the value of the New Shares received under the SPP may rise or fall accordingly.

The directors recommend that you obtain your own financial advice in relation to the Offer and consider price movements of shares in the Company prior to making an application under this Offer.

Australian Potash Limited (ASX:APC)

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