DNK.L Regulatory News (DNK)

Name of entity

 DANAKALI LTD

ABN

 56 097 904 302

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

123,001,231 shares in total have been agreed to be issued pursuant to the Placement announced 3 December 2019.

The issue of Placement shares will be undertaken in two tranches, as follows:

(a) Tranche 1 - 52,958,908 shares

(b) Tranche 2 - 70,042,323 shares (subject to receipt of shareholder approval and conditions as set out in the ASX Announcement dated 3 December 2019)

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

$0.60 per share

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

The majority of proceeds from AFC's equity investment will be used to commence project execution for the Colluli Sulphate of Potash Project. A portion of the proceeds will be used to cover the costs of the associated transaction and to top up Danakali's working capital.

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

27 May 2019

6c

Number of +securities issued without security holder approval under rule 7.1

(a) 26,364,563 of the Tranche 1 shares

6d

Number of +securities issued with security holder approval under rule 7.1A

(a) 26,594,345 of the Tranche 1 shares

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

(b) 70,042,323 Tranche 2 shares (subject to receipt of shareholder approval and conditions as set out in the ASX Announcement dated 3 December 2019)

6f

Number of +securities issued under an exception in rule 7.2

N/A

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.

Yes. The $0.60 issue price is 94% of the Company's 15-day VWAP as of the date the shares were agreed to be issued (3 December 2019) of $0.6378 (Listing Rule 7.1A.3(a)).

VWAP source data: Yahoo Finance

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 - 8,763,882

Capacity under LR7.1A - Nil

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.

(a) Tranche 1 shares are anticipated to be issued on or about 9 December 2019

(b) Tranche 2 shares are anticipated to be issued early March 2020 (subject to receipt of shareholder approval and conditions as set out in the ASX Announcement dated 3 December 2019)

Number

+Class

8

Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Current shares on issue:

265,587,398

Shares on issue after issue and quotation of the 52,958,908 Tranche 1 shares:

318,546,306

Shares on issue after further issue and quotation of the 70,042,323 Tranche 2 shares:

388,588,629

Ordinary Shares

Number

+Class

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

500,000

1,440,000

1,168,272

301,040

583,000

561,800

1,450,000

280,000

800,000

100,000

25,000

15,000

65,000

1,000,000

Unlisted Options exercisable at $0.912 each, expiring 11 May 2020 (Remuneration Options)

Unlisted Options exercisable at $0.94 each, expiring 19 May 2020 (Remuneration Options)

Unlisted Options exercisable at $1.031 each, expiring 24 January 2022 (Remuneration Options)

Unlisted Options exercisable at $1.031 each, expiring 24 January 2022 (Remuneration Options)

Unlisted Options exercisable at $1.108 each, expiring 13 March 2022 (Remuneration Options)

Unlisted Options exercisable at $1.119 each, expiring 28 March 2022 (Remuneration Options)

Unlisted Options exercisable at $1.114 each, expiring 30 May 2022 (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

Performance Rights - Class 9

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

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

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

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

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

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

264,413,827

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

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

 N/A

"A"

265,943,447

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

39,891,517

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

"C"

31,127,635

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

39,891,517

Subtract "C"

Note: number must be same as shown in Step 3

31,127,635

Total ["A" x 0.15] - "C"

8,763,882

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

265,943,447

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

26,594,345

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

26,594,345 fully paid ordinary shares (agreed to be issued pursuant to the Placement announced 3 December 2019) (the subject of this Appendix 3B)

"E"

26,594,345

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

26,594,345

Subtract "E"

Note: number must be same as shown in Step 3

26,594,345

Total ["A" x 0.10] - "E"

Nil