REG - Danakali Limited - Issue of Shares and Appendix 3B
Thursday, 26 July 2018
Issue of shares -
Appendix 3B and s708A Notice
Danakali Limited (ASX: DNK / LSE: DNK) (Danakali, or the Company) advises that 30,000 new fully paid shares were allotted and issued to employees on the vesting of performance rights.
A completed Appendix 3B has been lodged together with this announcement.
Secondary Trading Exemption
Danakali gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Act) of the following:
· The shares were issued without disclosure under Part 6D 2 of the Act;
· This notice is being given under section 708A(5)(e) of the Act;
· As at the date of this notice, the Company has complied with:
― The provisions of Chapter 2M of the Act as they apply to the Company; and
― Section 674 of the Act; and
· As at the date of this notice, there is no information:
― That has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and
― That investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:
o The assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or
o The rights and liabilities attaching to the shares.
For more information, please contact:
Danakali
Seamus Cornelius
Executive Chairman
+61 8 6315 1444
William Sandover
Head of Corporate Development & External Affairs
+61 499 776 998
UK IR/PR - Instinctif Partners
David Simonson / George Yeomans / Sarah Hourahane
danakali@instinctif.com
+44 (0)207 457 2020
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, 04/03/13
Name of entity
DANAKALI LTD
ABN
56 097 904 302
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
Ordinary shares
2
Number of +securities issued or to be issued (if known) or maximum number which may be issued
30,000
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)
Fully paid ordinary shares
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
Yes - fully paid ordinary shares
5
Issue price or consideration
30,000 shares were issued on the vesting of performance rights
6
Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
Vesting of performance rights (10,000 Class 6 and 20,000 Class 8)
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
6b
The date the security holder resolution under rule 7.1A was passed
11 May 2018
6c
Number of +securities issued without security holder approval under rule 7.1
Nil
6d
Number of +securities issued with security holder approval under rule 7.1A
Nil
6e
Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
N/A
6f
Number of +securities issued under an exception in rule 7.2
30,000
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.
N/A
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
N/A
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
Capacity under L.R.7.1 is 39,220,163
Capacity under LR7.1A is 26,384,141
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.
26 July 2018
Number
+Class
8
Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)
264,197,463
Ordinary Shares
Number
+Class
9
Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
750,000
400,000
1,000,000
250,000
1,440,000
308,000
800,000
100,000
40,000
30,000
65,000
Unlisted Options exercisable at $0.55 each, expiring 4 November 2018 (Remuneration Options)
Unlisted Options exercisable at $0.96 each, expiring 20 June 2019
Unlisted Options exercisable at $0.558 each, expiring 8 August 2019 (Remuneration Options)
Unlisted Options exercisable at $0.543 each, expiring 7 October 2019 (Remuneration Options)
Unlisted Options exercisable at $0.94 each, expiring 19 May 2020 (Remuneration Options)
Performance Rights - Class 1
Performance Rights - Class 4
Performance Rights - Class 5
Performance Rights - Class 6
Performance Rights - Class 7
Performance Rights - Class 8
10
Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
N/A
Part 2 ‑ Pro rata issue
11
Is security holder approval required?
N/A
12
Is the issue renounceable or non-renounceable?
N/A
13
Ratio in which the +securities will be offered
N/A
14
+Class of +securities to which the offer relates
N/A
15
+Record date to determine entitlements
N/A
16
Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
N/A
17
Policy for deciding entitlements in relation to fractions
N/A
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.
N/A
19
Closing date for receipt of acceptances or renunciations
N/A
20
Names of any underwriters
N/A
21
Amount of any underwriting fee or commission
N/A
22
Names of any brokers to the issue
N/A
23
Fee or commission payable to the broker to the issue
N/A
24
Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
N/A
25
If the issue is contingent on security holders' approval, the date of the meeting
N/A
26
Date entitlement and acceptance form and offer documents will be sent to persons entitled
N/A
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
N/A
28
Date rights trading will begin (if applicable)
N/A
29
Date rights trading will end (if applicable)
N/A
30
How do security holders sell their entitlements in full through a broker?
N/A
31
How do security holders sell part of their entitlements through a broker and accept for the balance?
N/A
32
How do security holders dispose of their entitlements (except by sale through a broker)?
N/A
33
+Issue date
N/A
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)
(a)
x
+Securities described in Part 1
(b)
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
35
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
36
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
37
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
N/A
39
+Class of +securities for which quotation is sought
N/A
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
N/A
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)
N/A
Number
+Class
42
Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
N/A
N/A
Quotation agreement
1 +Quotation of our additional +securities are 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.
26 July 2018
Sign here: ............................................................ Date: .........................
(Director/Company secretary)
Catherine Grant-Edwards
Print name: .........................................................
== == == == ==
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities
Introduced 01/08/12
Part 1
Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue
248,175,868
Add the following:
• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2
• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval
• Number of partly paid ordinary securities that became fully paid in that 12 month period
Note:
• Include only ordinary securities here - other classes of equity securities cannot be added
• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
• It may be useful to set out issues of securities on different dates as separate line items
115,000 (fully paid ordinary shares issued 3 August 2017 on exercise of options)
50,000 (fully paid ordinary shares issued 31 October 2017 on exercise of options)
1,300,000 (fully paid ordinary shares issued 8 November 2017 on exercise of options)
2,000,000 (fully paid ordinary shares issued 16 November 2017 on exercise of options)
56,819 (fully paid ordinary shares issued 8 December 2017 on exercise of options)
400,000 (fully paid ordinary shares issued 16 February 2018 on exercise of options)
50,000 (fully paid ordinary shares issued 16 February 2018 on exercise of options)
50,000 (fully paid ordinary shares issued 26 February 2018 on exercise of options)
675,000 (fully paid ordinary shares issued 26 February 2018 on exercise of options)
10,000 (fully paid ordinary shares issued 12 March 2018 on vesting of Class 7 performance rights)
25,000 (fully paid ordinary shares issued 12 March 2018 on vesting of Class 8 performance rights)
500,000 (fully paid ordinary shares issued 23 March 2018 on exercise of options)
5,981,819 (fully paid ordinary shares issued 23 March 2018 on exercise of options)
125,000 (fully paid ordinary shares issued 29 March 2018 on exercise of options)
727,274 (fully paid ordinary shares issued 29 March 2018 on exercise of options)
2,272,728 (fully paid ordinary shares issued 4 April 2018 on exercise of options)
738,346 (fully paid ordinary shares issued 14 May 2018 on cashless exercise of options)
116,586 (fully paid ordinary shares issued 29 May 2018 on cashless exercise of options)
90,740 (fully paid ordinary shares issued 31 May 2018 on cashless exercise of options)
151,234 (fully paid ordinary shares issued 31 May 2018 on cashless exercise of options)
200,000 (fully paid ordinary shares issued 14 June 2018 on exercise of options)
10,000 (fully paid ordinary shares issued 14 June 2018 on vesting of Class 7 performance rights)
10,000 (fully paid ordinary shares issued 26 July 2018 on vesting of Class 6 performance rights)
20,000 (fully paid ordinary shares issued 26 July 2018 on vesting of Class 8 performance rights)
Subtract the number of fully paid ordinary securities cancelled during that 12 month period
N/A
"A"
263,841,414
Step 2: Calculate 15% of "A"
"B"
0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15
39,576,212
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless specifically excluded - not just ordinary securities
• Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed
• It may be useful to set out issues of securities on different dates as separate line items
356,049 fully paid ordinary shares (24 July 2018)
"C"
356,049
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown in Step 2
39,576,212
Subtract "C"
Note: number must be same as shown in Step 3
356,049
Total ["A" x 0.15] - "C"
39,220,163
Part 2
Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A"
Note: number must be same as shown in Step 1 of Part 1
263,841,414
Step 2: Calculate 10% of "A"
"D"
0.10
Note: this value cannot be changed
Multiply "A" by 0.10
26,384,141
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A
Notes:
• This applies to equity securities - not just ordinary securities
• Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed
• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained
• It may be useful to set out issues of securities on different dates as separate line items
Nil
"E"
Nil
Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10
Note: number must be same as shown in Step 2
26,384,141
Subtract "E"
Note: number must be same as shown in Step 3
Nil
Total ["A" x 0.10] - "E"
26,384,141
About Danakali
Danakali Limited (ASX: DNK) (Danakali, or the Company) is an ASX-listed potash company focused on the development of the Colluli Potash Project (Colluli or the Project). The Project is 100% owned by the Colluli Mining Share Company (CMSC), a 50:50 joint venture between Danakali and the Eritrean National Mining Corporation (ENAMCO).
The Project is located in the Danakil Depression region of Eritrea, East Africa, and is ~75km from the Red Sea coast, making it one of the most accessible potash deposits globally. Mineralisation within the Colluli resource commences at just 16m, making it the world's shallowest potash deposit. The resource is amenable to open pit mining, which allows higher overall resource recovery to be achieved, is generally safer than underground mining, and is highly advantageous for modular growth.
The Company has completed a Front End Engineering Design (FEED) for the production of potassium sulphate, otherwise known as SOP. SOP is a chloride free, specialty fertiliser which carries a substantial price premium relative to the more common potash type; potassium chloride (or MOP). Economic resources for production of SOP are geologically scarce. The unique composition of the Colluli resource favours low energy input, high potassium yield conversion to SOP using commercially proven technology. One of the key advantages of the resource is that the salts are present in solid form (in contrast with production of SOP from brines) which reduces infrastructure costs and substantially reduces the time required to achieve full production capacity.
The resource is favourably positioned to supply the world's fastest growing markets. A binding take-or-pay offtake agreement has been confirmed with EuroChem Trading GmbH (EuroChem) for up to 100% (minimum 87%) of Colluli Module I SOP production.
The Company's vision is to bring Colluli into production using the principles of risk management, resource utilisation and modularity, using the starting module (Module I) as a growth platform to develop the resource to its full potential.
Competent Persons Statement (Sulphate of Potash and Kieserite Mineral Resource)
Colluli has a JORC-2012 compliant Measured, Indicated and Inferred Mineral Resource estimate of 1,289Mt @11% K20 Equiv. and 7% Kieserite. The Mineral Resource contains 303Mt @ 11% K20 Equiv. and 6% Kieserite of Measured Resource, 951Mt @ 11% K20 Equiv. and 7% Kieserite of Indicated Resource and 35Mt @ 10% K20 Equiv. and 9% Kieserite of Inferred Resource.
The information relating to the Colluli Mineral Resource estimate is extracted from the report entitled "Colluli Review Delivers Mineral Resource Estimate of 1.289Bt" disclosed on 25 February 2015 and the report entitled "In excess of 85 million tonnes of Kieserite defined within Colluli Project Resource adds to multi agri-commodity potential" disclosed on 15 August 2016, which are available to view at www.danakali.com.au. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources or Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.
Competent Persons Statement (Sulphate of Potash Ore Reserve)
Colluli Proved and Probable Ore Reserve is reported according to the JORC Code and estimated at 1,100Mt @ 10.5% K2O Equiv. The Ore Reserve is classified as 285Mt @ 11.3% K2O Equiv. Proved and 815Mt @ 10.3% K2O Equiv. Probable. The Colluli SOP Mineral Resource includes those Mineral Resources modified to produce the Colluli SOP Ore Reserves.
The information relating to the January 2018 Colluli Ore Reserve is extracted from the report entitled "Colluli Ore Reserve update" disclosed on 19 February 2018 and is available to view at www.danakali.com.au. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources or Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.
Competent Persons Statement (Rock Salt Mineral Resource)
Colluli has a JORC-2012 compliant Measured, Indicated and Inferred Mineral Resource estimate of 347Mt @ 96.9% NaCl. The Mineral Resource estimate contains 28Mt @ 97.2% NaCl of Measured Resource, 180Mt @ 96.6% NaCl of Indicated Resource and 139Mt @ 97.2% NaCl of Inferred Resource. The information relating to the Colluli Rock Salt Mineral Resource estimate is extracted from the report entitled "+300M Tonne Rock Salt Mineral Resource Estimate Completed for Colluli" disclosed on 23 September 2015 and is available to view at www.danakali.com.au. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources or Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person's findings are presented have not been materially modified from the original market announcement.
AMC Consultants Pty Ltd (AMC) independence
In reporting the Mineral Resources and Ore Reserves referred to in this public release, AMC acted as an independent party, has no interest in the outcomes of Colluli and has no business relationship with Danakali other than undertaking those individual technical consulting assignments as engaged, and being paid according to standard per diem rates with reimbursement for out-of-pocket expenses. Therefore, AMC and the Competent Persons believe that there is no conflict of interest in undertaking the assignments which are the subject of the statements.
Quality control and quality assurance
Danakali exploration programs follow standard operating and quality assurance procedures to ensure that all sampling techniques and sample results meet international reporting standards. Drill holes are located using GPS coordinates using WGS84 Datum, all mineralisation intervals are downhole and are true width intervals.
The samples are derived from HQ diamond drill core, which in the case of carnallite ores, are sealed in heat-sealed plastic tubing immediately as it is drilled to preserve the sample. Significant sample intervals are dry quarter cut using a diamond saw and then resealed and double bagged for transport to the laboratory.
Halite blanks and duplicate samples are submitted with each hole. Chemical analyses were conducted by Kali-Umwelttechnik GmBH, Sondershausen, Germany, utilising flame emission spectrometry, atomic absorption spectroscopy and ion chromatography. Kali-Umwelttechnik (KUTEC) has extensive experience in analysis of salt rock and brine samples and is certified according by DIN EN ISO/IEC 17025 by the Deutsche Akkreditierungsstelle GmbH (DAR). The laboratory follows standard procedures for the analysis of potash salt rocks chemical analysis (K+, Na+, Mg2+, Ca2+, Cl-, SO42-, H2O) and X-ray diffraction (XRD) analysis of the same samples as for chemical analysis to determine a qualitative mineral composition, which combined with the chemical analysis gives a quantitative mineral composition.
Forward looking statements and disclaimer
The information in this document is published to inform you about Danakali and its activities. Danakali has endeavoured to ensure that the information enclosed is accurate at the time of release, and that it accurately reflects the Company's intentions. All statements in this document, other than statements of historical facts, that address future production, project development, reserve or resource potential, exploration drilling, exploitation activities, corporate transactions and events or developments that the Company expects to occur, are forward looking statements. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements.
Factors that could cause actual results to differ materially from those in forward-looking statements include market prices of potash and, exploitation and exploration successes, capital and operating costs, changes in project parameters as plans continue to be evaluated, continued availability of capital and financing and general economic, market or business conditions, as well as those factors disclosed in the Company's filed documents.
There can be no assurance that the development of Colluli will proceed as planned. Accordingly, readers should not place undue reliance on forward looking information. Mineral Resources and Ore Reserves have been reported according to the JORC Code, 2012 Edition. To the extent permitted by law, the Company accepts no responsibility or liability for any losses or damages of any kind arising out of the use of any information contained in this document. Recipients should make their own enquiries in relation to any investment decisions.
Mineral Resource, Ore Reserve, production target, forecast financial information and financial assumptions made in this announcement are consistent with assumptions detailed in the Company's ASX announcements dated 25 February 2015, 23 September 2015, 15 August 2016, 1 February 2017, 29 January 2018, and 19 February 2018 which continue to apply and have not materially changed. The Company is not aware of any new information or data that materially affects assumptions made.
No representation or warranty, express or implied, is or will be made by or on behalf of the Company, and no responsibility or liability is or will be accepted by the Company or its affiliates, as to the accuracy, completeness or verification of the information set out in this announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Company and each of its affiliates accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
The distribution of this announcement outside the United Kingdom may be restricted by law and therefore any persons outside the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions in connection with the distribution of this announcement. Any failure to comply with such restrictions may constitute a violation of the securities laws of any jurisdiction outside the United Kingdom.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDMSCGMGZNGVVGRZM
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