TURNSTONE RESOURCES LTD — Capital/Financing Update 2024

Jan 1, 2024

Proposed issue of securities

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Update Summary

Entity name

SOUTH HARZ POTASH LTD

Announcement Type

Update to previous announcement

Date of this announcement

2/1/2024

Reason for update to a previous announcement

Change of Dates for Rights Issue and change to potential number of shares to be offered

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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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 Registration Number ACN 153414852

1.3 ASX issuer code

SHP

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Change of Dates for Rights Issue and change to potential number of shares to be offered

1.4b Date of previous announcement to this update

15/12/2023

1.5 Date of this announcement

2/1/2024

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

SHP : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description SHP : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 1 15

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded down to the nearest 52,006,609 whole number or fractions disregarded

Reason for the update of 'Maximum number of +securities proposed to be issued'

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.02300

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

To be determined by the Board

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

To be determined by the Board

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

Part 3C - Timetable

3C.1 +Record date

15/1/2024

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3C.2 Ex date

12/1/2024

3C.4 Record date

15/1/2024

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

18/1/2024

3C.6 Offer closing date

12/2/2024

3C.7 Last day to extend the offer closing date

7/2/2024

3C.9 Trading in new +securities commences on a deferred settlement basis

13/2/2024

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

19/2/2024

3C.12 Date trading starts on a normal T+2 basis

20/2/2024

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

22/2/2024

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

L & A Jubber , Luis da Silva, Suitangi Pty Ltd

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

L & A Jubber - $25,506, Luis da Silva - $39,618, Suitangi Pty Ltd - $21,053,

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

Nil

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3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated Nil

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

L & A Jubber, Luis da Silva, Suitangi Pty Ltd.

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

as per 3E.2b

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

Nil

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To finalise delivery of Ohmgebirge Pre-Feasibility Study

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Countries other than Austrlia. New Zealand and the United Kingdom

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue https://southharzpotash.com/investors/asx-announcements/

3F.7 Any other information the entity wishes to provide about the proposed issue

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3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

The publication of a +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11)

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