Salt Lake Potash : Notice of General Meeting/Proxy Form

ABN 98 117 085 748 NOTICE OF GENERAL MEETING A General Meeting of the Company will be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Tuesday 13 June 2017 at 11:00am (WST).

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on [phone].

Shareholders are urged to attend or vote by lodging the Proxy Form. NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Salt Lake Potash Limited (Company) will be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Tuesday 13 June 2017 at 11:00am (WST) (Meeting).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

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 as Shareholders on 11 June 2017 at 5.00 pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum.

1. Resolution 1 - Authorise Issue of Placement Shares

   To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution:

   "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of up to 10,300,000 Shares at an issue price of $0.43 each, on the terms and conditions in the Explanatory Memorandum."

   Voting Exclusion

   The Company will disregard any votes cast on this Resolution by a person (and any associate of such a person) who may participate in the issue of the Placement Shares and a person (and any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

   However, the Company will not disregard a vote if:

2. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

3. it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Resolution 2 - Ratification of Prior Placement

To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of:

1. 17,317,241 Shares under Listing Rule 7.1; and

2. 13,382,759 Shares under Listing Rule 7.1A,

   at an issue price of $0.43 each, on the terms and conditions in the Explanatory Memorandum."

   Voting Exclusion

   The Company will disregard any votes cast on this Resolution by a person who participated in the Prior Placement and any associate of that person (or those persons).

   The Company will not disregard a vote if:

3. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

4. it is cast by the Chairperson as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated 11 May 2017

BY ORDER OF THE BOARD SAM CORDIN

Company Secretary

EXPLANATORY MEMORANDUM
1. Introduction

   This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at the Conference Room, Ground Floor, BGC Centre, 28 The Esplanade, Perth, Western Australia on Tuesday 13 June 2017 at 11:00am (WST).

   This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

   This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

   Section 2: Action to be taken by Shareholders Section 3: Background

   Section 4: Resolution 1 - Authorise Issue of Placement Shares Section 5: Resolution 2 - Ratification of Prior Placement Schedule 1: Definitions

   A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

   Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

   A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

   Please note that:

3. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

4. a proxy need not be a member of the Company; and

5. a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.