TURNSTONE RESOURCES LTD — Proxy Solicitation & Information Statement 2022

Dec 13, 2022

JANUARY 2023 GENERAL MEETING

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Dear Shareholder

Notice is hereby given that a General Meeting ( Meeting ) of South Harz Potash Ltd (ASX:SHP) (South Harz) will be held as a physical meeting at:

Unit 13, 6-10 Douro Place,

West Perth, WA 6005

on Tuesday 17 January 2023 at 3:00pm (AWST)

In accordance with section 253RA(2) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice to shareholders unless a shareholder has requested a hard copy. A copy of the Notice of Meeting (NOM) is available on the Company’s website at

www.southharzpotash.com

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company’s share registry, Automic Pty Limited, using any of the following methods:

Easiest method

By mobile Scan the QR code on your proxy form with the camera on your mobile device and follow the prompts.

Other methods

Online https://investor.automic.com.au/#/loginsah

By mail Share Registry – Automic Pty Limited,

GPO Box 5193, Sydney NSW 2001, Australia

Your proxy voting instruction must be received by 3:00pm (AWST) on 15 January 2023, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The NOM is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the NOM please contact the Company Secretary on +61 408 447 493.

Yours sincerely

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Ian Farmer Chairman

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Your right to elect to receive documents electronically or physically

The Corporations Amendment (Meetings and Documents) Act 2022 ( Amendment Act ) includes a new requirement for public companies and listed companies to give shareholders notice of their right to elect to be sent documents electronically or physically by the company in section 110K of the Corporations Act.

Recent legislative changes to the Corporations Act 2001 (Cth) mean there are new options for how South Harz shareholders receive communications. South Harz will no longer send physical meeting documents unless a shareholder requests a copy to be mailed.

Providing your email address to receive shareholder communications electronically

South Harz encourages all shareholders to provide an email address so we can provide investor communications electronically when they become available online, which includes items such as meeting documents and annual reports.

By providing your email address, you will:

• Support the company by reducing the cost of mailing/postage

• Receive your investor communications faster and in a more secure way

• Help the environment through the need for less paper

How do I update my communications preferences?

Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your communication preferences at https://investor.automic.com.au/

If you are a shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit https://investor.automic.com.au/ or contact our share registry:

Telephone (within Australia): 1300 288 664

Telephone (outside Australia): +61 2 9698 5414

Email: hello@automicgroup.com.au

Website: https://investor.automic.com.au/

SOUTH HARZ POTASH LIMITED

ACN 153 414 852

NOTICE OF GENERAL MEETING

TIME : 3:00pm (WST) DATE : Tuesday 17 January 2023 PLACE : South Harz Potash Limited, Unit 13, 6 – 10 Douro Place, West Perth, WA 6005

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 professional advisers prior to voting. Should you wish to discuss the matters in this Notice of General Meeting please do not hesitate to contact the Company Secretary on +61 408 447 493.

SOUTH HARZ POTASH LIMITED

ACN 153 414 852

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of South Harz Potash Limited (“South Harz Potash” or “the Company”) will be held as follows:

TIME: 3:00pm (WST) DATE: 17 January 2023 LOCATION: The Board Room, South Harz Potash Limited, U13, 6 – 10 Douro Place, West Perth, WA 6005

Words and phrases used in the Resolutions are defined in the section headed 'Definitions' of the accompanying Explanatory Memorandum and these words and phrases have the same meaning in this Notice of General Meeting as defined in the Explanatory Memorandum.

AGENDA

ORDINARY BUSINESS

Resolution 1 – Ratification of Issue of Securities - 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 7.4 and for all other purposes, Shareholders ratify the prior issue of 53,444,445 fully paid ordinary shares on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) any person who participated in the issue of the Securities; or

• (b) an associate of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

NOTICE OF GENERAL MEETING

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Resolution 2 – Ratification of Issue of Securities - Options

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 ratify the prior issue of 3,366,667 unlisted options on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (c) any person who participated in the issue of the Securities; or

• (d) an associate of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• (d) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (e) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• iii. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• iv. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3(a) – 3(g) - Participation of Directors in Placement

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to:

• (a) 5,555,556 Shares to Mr Rory Luff (or his nominee);

• (b) 1,111,111 Shares to Dr Reinout Koopmans (or his nominee);

• (c) 333,333 Shares to Mr Hansjorg Plaggemars (or his nominee);

• (d) 1,111,111 Shares to Mr Ian Farmer (or his nominee);

• (e) 2,444,444 Shares to Mr Lawrence Berthelet (or his nominee);

• (f) 1,111,111 Shares to Mr Leonard Jubber (or his nominee); and

• (g) 2,222,222 Shares to Mr Luis Cabrita da Silva (or his nominee).

at an issue price of $0.045 per Share and on the terms and conditions in the Explanatory Memorandum."

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NOTICE OF GENERAL MEETING

Voting Exclusion Statement:

The entity will disregard any votes cast in favour of this resolution by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity)or any of their respective associates.

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting for further explanation of the Resolutions.

PROXIES

Members are encouraged to attend the meeting, but if you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has the right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is 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.

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• Mail to: Automic C/- GPO Box 5193, Sydney NSW 2001

• By hand to: Automic C/- Level 5, 126 Phillip Street, Sydney NSW 2000

To be effective, a Proxy Form and, if the Proxy Form is signed by the Shareholder's attorney, the authority under which the appointment is signed (or a certified copy of that authority) must be received by the Company not later than 48 hours before the time specified for the commencement of the General Meeting.

CORPORATE REPRESENTATIVES

A body corporate that is a Shareholder, or which has been appointed as proxy, may appoint an individual to act as its representative at the General Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

DATE FOR DETERMINING HOLDERS OF SHARES

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have set a date to determine the identity of those entitled to attend and vote at the General Meeting. For the purposes of determining voting entitlements at the General Meeting, Shares will be taken to be held by the persons who are registered as holding at 3:00pm (WST) on 15 January 2023. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

Dated 13 December 2022

By order of the Board

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Graeme Smith Company Secretary

NOTICE OF GENERAL MEETING

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SOUTH HARZ POTASH LIMITED ACN 153 414 852

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

ACTION TO BE TAKEN BY SHAREHOLDERS

This Explanatory Memorandum sets out information about the Resolutions to be considered by the Shareholders at the General Meeting. Defined terms used in this Explanatory Memorandum are set out in the section headed 'Definitions' in the Explanatory Memorandum. Accompanying this Explanatory Memorandum is the Notice of General Meeting convening the General Meeting and a Proxy Form.

Shareholders are encouraged to attend and vote on the Resolutions to be put to the General Meeting. If a Shareholder is not able to attend and vote at the General Meeting, the Shareholder may complete the Proxy Form and return it no later than 48 hours before the time specified for the commencement of the General Meeting.

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES

1.1 General

On 16 November 2022 the Company announced it had secured commitments for a placement to raise approximately $3 million (before costs) through the issue of 67.3 million shares in the Company at an issue price of $0.045 per Share ( Placement Shares ).

The majority of funds raised from the Placement will be used for near-term value-adding initiatives as part of the Ohmgebirge Pre-Feasibility Study workstreams.

The shares were issued utilising the Company’s existing placement capacities under Listing Rules 7.1:

• 53,444,445 Placement Shares were issued, on 24 November 2022 at $0.045 per Share under ASX Listing Rule 7.1; and

• 13,888,888 Placement Shares will, subject to the approval of Resolutions 3(a) - 3(g), be issued on approximately 20 January 2023 at $0.045 per Share.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 53,444,445 Placement Shares issued on 24 November 2022 at an issue price of $0.045 per Share under ASX Listing Rule 7.1.

1.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue the subject of Resolution 1, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. The Company confirms that the issue and allotment of the Placement Shares, the subject of Resolution 1 did not breach ASX Listing Rule 7.1.

If Resolution 1 is not passed the issue of the Placement Shares is still valid however it will reduce, to that extent, the Company’s capacity to issue equity securities without shareholder approval under Listing Rule 7.1 for 12 months following the issue.

1.3 Information required by Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) A total of 53,444,445 Placement Shares were allotted and issued by the Company pursuant to ASX Listing Rule 7.1 on 24 November 2022;

NOTICE OF GENERAL MEETING

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• (b) the issue price was $0.045 per Placement Share;

• (c) the Placement Shares allotted were fully paid ordinary shares which rank equally with all other fully paid ordinary Shares on issue;

• (d) the Placement Shares were issued to sophisticated and professional investors who are existing shareholders and entities associated with the Company, as well as clients of the Lead Manager, Morgans Corporate Limited none of which are related parties of the Company. Morgans advertised the Placement throughout their network of offices and accepted applications on this basis;

• (e) $2,375,000 (before costs) was raised from the issue of the Placement Shares. The funds raised will be used for near-term value-adding initiatives as part of the Ohmgebirge Pre-Feasibility Study workstreams; and

• (f) a voting exclusion statement is included in the Notice.

Directors’ Recommendation

The Directors of the Company believe that Resolution 1 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 1.

2. RESOLUTION 2 – RATIFICATION OF ISSUE OF OPTIONS

2.1 General

As part of the Placement, the subject of Resolution 1, the Company engaged the services of Morgans Corporate Limited to act as Lead Manager. Part of their fee for acting as Lead Manager was to be issued with Options in the Company. These Options are the subject of Resolution 2.

2.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue the subject of Resolution 2, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. The Company confirms that the issue and allotment of the Options, the subject of Resolution 1 did not breach ASX Listing Rule 7.1.

If Resolution 2 is not passed the issue of the Options is still valid however it will reduce, to that extent, the Company’s capacity to issue equity securities without shareholder approval under Listing Rule 7.1 for 12 months following the issue.

2.3 Information required by Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• (g) the Options were issued to the lead manager, Morgans Corporate Limited which is not a related party of the Company;

• (h) a total of 3,366,667 Options were allotted and issued by the Company pursuant to ASX Listing Rule 7.1 on 24 November 2022;

• (i) the Options have an exercise price of $0.09 and an expiry date of 23 November 2025, full terms and conditions are included in Schedule 1;

• (j) The Options were issued for nil consideration and therefore no money was raised from their issue;

• (k) the Options were issued pursuant to an agreement for the provision of lead manager services by Morgans Capital Limited. Under the agreement Morgans received a 2% Management Fee and a 4% Selling Fee, of the total proceeds of the Offer and the Options, the subject of this resolution. Half of the Management Fee was taken in Shares (666,667); and

• (l) a voting exclusion statement is included in the Notice.

NOTICE OF GENERAL MEETING

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Directors’ Recommendation

The Directors of the Company believe that Resolution 2 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 (a) - 3(g) – PARTICIPATION OF DIRECTORS IN PLACEMENT

3.1 Background

As detailed in the Explanatory Statement for Resolution 1, at section 1.1 above, the Company undertook the Placement for the purposes of raising funds for near-term value-adding initiatives as part of the Ohmgebirge Pre-Feasibility Study workstreams.

Resolutions 3(a) - 3(g) seek approval to issue Shares under the Placement to Directors of the Company, (or their respective nominees), should they elect to subscribe for Shares under the Placement pursuant to Listing Rule 10.11 in the following proportions:

• (a) up to 5,555,556 Shares to Mr Rory Luff;

• (b) up to 1,111,111 Shares to Dr Reinout Koopmans ;

• (c) up to 333,333 Shares to Mr Hansjorg Plaggemars ;

• (d) up to 1,111,111 Shares to Mr Ian Farmer ;

• (e) up to 2,444,444 Shares to Mr Lawrence Berthelet;

• (f) up to 1,111,111 Shares to Mr Leonard Jubber ; and

• (g) up to 2,222,222 Shares to Mr Luis Cabrita da Silva .

(together “ the Directors ”).

Resolutions 3(a) - 3(g) are ordinary resolutions.

The Chair intends to exercise all available proxies in favour of Resolutions 3(a) - 3(g).

3.2 Section 208 of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

The Board considers that Shareholder approval under section 208 of the Corporations Act is not required as the exception in section 210 of the Corporations Act applies. The Shares will be issued to the Directors on the same terms as non-related party participants in the Placement (described in Section 1) and as such the giving of the financial benefit to them will be on arm's length terms.

3.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• (a) a related party;

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person referred to in Section 3.3(a) to 3.3(g); or

• (e) a person whose relationship with the company or a person referred to in Sections 2.3(a) to Section 2.3(d) is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains shareholder approval.

NOTICE OF GENERAL MEETING

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The issue of the Shares to the Directors (or their nominees) falls within Listing Rule 10.11.1, as the Directors are all a related party to the Company, and do not fall within any of the exceptions in Listing Rule 10.12. The Company therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

Resolutions 3(a) – 3(g) seeks the requisite Shareholder approval to issue Shares to the Directors (or their nominee) under and for the purposes of Listing Rule 10.11.

If Resolutions 3(a) - 3(g) are passed, the Company will be able to proceed with the issue of Shares to the Directors (or their nominees) and pursuant to Listing Rule 7.2, exception 14, the Company may issue the Shares without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolutions 3(a) - 3(g) are not passed, the Company will not be able to proceed with the issue of Shares to the Directors (or their nominees).

3.4 Specific information required by Listing Rule 10.13

For the purposes of Listing Rule 10.13, information regarding the issue of Shares to the Directors is provided as follows:

• (a) the Shares will be issued to the Directors (or their respective nominees);

• (b) Rory Luff, Reinout Koopmans, Hansjorg Plaggemars, Ian Farmer, Len Jubber, Lawrence Berthelet and Luis Cabrita da Silva are all directors and therefore a related party of the Company under Listing Rule 10.11.1;

• (c) A total of 13,888,888 Shares will be issued to the Directors(or their nominee) in the same proportions in section 3.1;

• (d) the Shares to be issued to the Directors (or their respective nominees) are fully paid ordinary shares and rank equally in all respects with the Company’s existing fully paid ordinary shares on issue;

• (e) the Company will issue the Shares to the Directors (or their respective nominees) no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);

• (f) the Shares will be issued to the Directors (or their respective nominees) at an issue price of $0.045 per Share;

• (g) the funds raised from the issue of the Shares to the Directors (or their respective nominees) will be used for the purposes detailed in Section 3.1; and

• (h) a voting exclusion statement is included in the Notice.

3.5 Directors recommendation

The Directors do not believe it appropriate for them to make a recommendation for a resolution allowing them to participate in a Placement as they will be a beneficiary, even though the benefit is at arms length, and on the same terms and conditions as others who participated in the Placement.

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NOTICE OF GENERAL MEETING

Schedule 1 – Terms and Conditions of $0.09 Options expiring 23 November 2025

The Options were issued on the following terms:

1. The exercise price of each Option will be $0.09 (“ Exercise Price ”).

2. Each Option entitles the holder to subscribe for one Share in South Harz Potash Limited ACN 153 414 852 (" Company ") upon the payment of the Exercise Price per Share subscribed for.

3. The Options will vest on 24 November 2022.

4. All Options will lapse at 5:00 pm, Western Standard Time on 23 November 2025 (" Expiry Date ").

5. There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option.

6. Option holders have the right to exercise their vested Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 10 business days before books closing date to exercise the Options.

7. In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in the ASX Listing Rules;

8. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

9. Once vested, the Options shall be exercisable at any time until the Expiry Date (" Exercise Period ") by the delivery to the registered office of the Company of a notice in writing (" Notice ") stating the intention of the Option holder to exercise all or a specified number of Options held by them accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. The Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by it.

10. 10.The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.

11. 11.The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

12. 12.The Options are transferrable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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NOTICE OF GENERAL MEETING

Holder Number:

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South Harz Potash Limited | ACN 153 414 852

Proxy Voting Form If you are attending the meeting in person, please bring this with you for Securityholder registration.

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Your proxy voting instruction must be received by 3.00pm (WST) on Sunday, 15 January 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual : Where the holding is in one name, the Shareholder must sign.

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/log

insah

or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

Joint holding : Where the holding is in more than one name, all Shareholders should sign.

Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBCHAT: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of South Harz Potash Limited, to be held at 3.00pm (WST) on Tuesday, 17 January 2023 at Unit 13, 6 – 10 Douro Place, West Perth, WA 6005 hereby: Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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STEP 2 – Your voting direction

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Resolutions For Against Abstain
1. Ratification of Issue of Securities - Shares
2. Ratification of Issue of Securities - Options
3a. [Participation of Directors in Placement - Mr Rory Luff ]
3b. [Participation of Directors in Placement - Dr Reinout Koopmans ]
3c. [Participation of Directors in Placement - Mr Hansjorg Plaggemars ]
3d. [Participation of Directors in Placement - Mr Ian Farmer ]
3e. [Participation of Directors in Placement - Mr Lawrence Berthelet ]
3f. Participation of Directors in Placement - Mr Leonard Jubber
3g. [Participation of Directors in Placement - Mr Luis Cabrita da Silva ]
STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
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