TURNSTONE RESOURCES LTD — Share Issue/Capital Change 2024

Aug 8, 2024

Appendix 3B - 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

9/8/2024

Reason for update to a previous announcement

Lodgment of App 3B within 7 days of lodgment of Prospectus per S723(3) of the Corporations Act. Change of Dates

Refer to next page for full details of the announcement

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Appendix 3B - 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

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Lodgment of App 3B within 7 days of lodgment of Prospectus per S723(3) of the Corporations Act. Change of Dates

1.4b Date of previous announcement to this update

1/8/2024

1.5 Date of this announcement

9/8/2024

1.6 The Proposed issue is:

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

1.6a The proposed standard +pro rata issue is:

• Non-renounceable

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Appendix 3B - Proposed issue of securities

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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 do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

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

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Appendix 3B - Proposed issue of securities

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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 296,689,424 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 0.01000 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 No Securities will be issued under the Offers, if in the view of the Directors, such Securities would increase that Applicant's voting power in the Company above 20% or otherwise result in a breach of the Listing Rules, the Corporations Act or any other applicable law.

Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements To be decided by the Board of Directors 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

15/8/2024 14/8/2024

3C.2 Ex date

3C.4 Record date

15/8/2024

3C.5 Date on which offer documents will be sent to +security holders

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Appendix 3B - Proposed issue of securities

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entitled to participate in the +pro rata issue

20/8/2024

3C.6 Offer closing date

5/9/2024

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

2/9/2024

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

6/9/2024

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

12/9/2024

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

13/9/2024

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

17/9/2024

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Martin Place Securities

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

2% on total funds raised under the Rights Issue

4% on funds raised by MPS or its associated parties.

3E.2 Is the proposed offer to be underwritten? No

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

due diligence activities, ahead of the execution of binding agreements for the transformational Sollstedt Mine acquisition; internal value engineering and optimisation studies for the brownfield Ohmgebirge Potash Development; general working capital

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Appendix 3B - Proposed issue of securities

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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 European Union

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

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 for the +securities proposed to be issued

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