TURNSTONE RESOURCES LTD — Capital/Financing Update 2023

Feb 26, 2023

Proposed issue of securities

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Announcement Summary

Entity name

SOUTH HARZ POTASH LTD

Announcement Type

New announcement

Date of this announcement

27/2/2023

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Unlisted Options ex @$0.066 expiring 01 January 2028	3,000,000
confirmed
New class-code to be	Unlisted Options ex @$0.088 expiring 01 January 2028	3,000,000
confirmed
SHPAF	OPTION EXPIRING VARIOUS DATES EX VARIOUS	1,000,000
	PRICES

Proposed +issue date

28/2/2023

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

SOUTH HARZ POTASH LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number

153414852

1.3 ASX issuer code

SHP

1.4 The announcement is

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New announcement

1.5 Date of this announcement

27/2/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities are non CDIs)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code	+Security description
New class-code to be confirmed	Unlisted Options ex @$0.066 expiring 01 January 2028
+Security type
Options
Number of +securities proposed to be	issued
3,000,000
Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

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Proposed issue of securities

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Please describe the consideration being provided for the +securities Pursuant to an agreement for the appointment of the COO Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 71,800.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0660 1/1/2028 Details of the type of +security that will be issued if the option is exercised SHP : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share for every option exercised Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://southharzpotash.com/investors/asx-announcements/ Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted Options ex @$0.088 expiring 01 January 2028

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Proposed issue of securities

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Proposed issue of securities
+Security type
Options
Number of +securities proposed to be issued
3,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Pursuant to an agreement for the appointment of the COO
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
67,400.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0880	1/1/2028
Details of the type of +security that will be issued if the option is exercised
SHP : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
One fully paid ordinary share for every option exercised
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
https://southharzpotash.com/investors/asx-announcements/
Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
Existing class

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Details of +securities proposed to be issued

ASX +security code and description SHPAF : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Number of +securities proposed to be issued

1,000,000

Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Pursuant to shareholder approval at a general meeting of the company

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 3,900.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

28/2/2023

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 23/2/2023

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Pursuant to shareholder approval received at a general meeting of the Company and pursuant to the terms of an appointment of the COO. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue

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