KALIUM LAKES LTD. (KLL)

The General Meeting of Shareholders on Thursday, 6th June 2024 at 11:00am (AEST) at Nicols and Brien Chartered Accountants, Level 2, 350 Kent Street, Sydney, New South Wales, Australia.

Shareholders in this company should consider crystallising a capital loss in 2023/24 by selling their shares. This process is now much easier and quicker. It can be achieved online by entering transaction details here. While, this usually makes good economic sense we recommend you seek professional advice before buying or selling securities, your accountant is probably the best person.

Reward has advised that it has been unable to secure sufficient funding to complete the SSA and therefore is unable to satisfy the conditions precedent. The Receivers have therefore executed a termination deed with Reward as at today's date. Kalium Lakes Potash Pty Ltd and Kalium Lakes Infrastructure Pty Ltd are now expected to enter liquidation in the coming days.

At a Reconvened Meeting of Creditors of the Company held 16 February 2024, creditors of KLL resolved to accept a Deed of Company Arrangement as proposed by Alt Finance. The DOCA was executed on 11 March 2024. The Administrators are working with the DOCA proponents to progress the terms and conditions of the DOCA. It is anticipated that the DOCA will complete at the end of May or June 2024.

The Receivers are currently working with Reward to amend the SSA and Deed of Company Arrangement proposed for the sale of KLL's subsidiaries, Kalium Lakes Potash Pty Ltd and Kalium Lakes Infrastructure Pty Ltd. These amendments are to reflect that completion of this transaction may no longer rely on Reward's Entitlement Offer. It is now expected that the sale transaction will complete by mid-March 2024.

The reconvened second meeting of creditors of Kalium Lakes Limited has been convened to take place on 16 February 2024.

The Receivers are pleased to announce that they have now executed a Share Sale Agreement with Reward for the sale of KLL's subsidiaries, Kalium Lakes Potash Pty Ltd and Kalium Lakes Infrastructure Pty Ltd. These entities comprise all of the Beyondie Project assets, operations and employees of the Kalium Lakes group.

Reward Minerals has entered into a binding share sale agreement with the Receivers and Managers of Kalium Limited to acquire Beyondie Sulphate of Potash Project on a debt-free basis, free of encumbrances for total consideration of A$20 million, comprising a A$250,000 exclusivity payment previously made, upfront cash consideration of $14.75 million and deferred cash consideration of $5 million by 30 June 2025.

The second meeting of creditors of Kalium Lakes Limited has been convened to take place on 11 December 2023.

The Administrators advise that the reconvened second meeting of creditors of Kalium Lakes Potash Pty Ltd and Kalium Lakes Infrastructure Pty Ltd has been convened to take place on 6 December 2023.

Reward is pleased to confirm that Reward and Kalium have agreed to further extend the exclusivity period under the Exclusivity Deed to 5pm (AWST) on 30 November 2023.

Reward is pleased to confirm that Reward and Kalium have agreed to extend the exclusivity period under the Exclusivity Deed to 5pm (AWST) on 24 November 2023.

The Receivers have entered into an exclusivity period with Reward Minerals Limited for the purpose of agreeing a Share Sale Agreement for the sale of KLL's subsidiaries, Kalium Lakes Potash Pty Ltd and Kalium Lakes Infrastructure Pty Ltd. These entities comprise all of the Beyondie Project assets, operations and employees of the Kalium Lakes group. Deeds of Company Arrangement are expected to be proposed by Reward for KLP and KLI. Completion of a transaction is anticipated in December 2023 / January 2024. The Administrators will convene the second meeting of creditors of KLP and KLI no later than 7 December 2023 for creditors of those entities to consider those DOCA proposals.

Agrimin has given a notice of termination of the Share Sale Agreement to Kalium and the Receivers, thereby terminating the contract in accordance with its terms. Disappointingly, the Company therefore will not be proceeding with the proposed acquisition of Kalium's subsidiaries which control the Beyondie Potash Project. Agrimin remains committed to delivering successful outcomes to the WA SOP industry, including progressing the development of its globally significant Mackay Potash Project.

The second meeting of creditors of Kalium Lakes Potash and Kalium Lakes Infrastructure has been convened to take place on 4 October 2023. The second meeting of creditors for KLL, the ASX listed parent entity, will be convened at a later date on or before 1 December 2023.

The Receivers have entered into a Share Sale Agreement with Agrimin Limited for the sale of KLL's subsidiaries, Kalium Lakes Potash and Kalium Lakes Infrastructure. Agrimin will initially transition the site to a period of care and maintenance before targeting a recommencement of brine field and pond operations in mid-2024, with the intention for a plant restart in H1 2025 and expansion thereafter. The SSA remains subject to several conditions and events being satisfied before the transaction completes including Agrimin raising capital in the coming weeks to fund the transaction and respective Deeds of Company Arrangement being approved by the creditors of each company. On the assumption that all conditions are satisfied, completion of the transaction is anticipated in early November 2023. The Administrators will shortly convene the second meeting of creditors which is expected to be held on 3 October 2023.

Rob Brauer, Jason Preston and Rob Kirman were appointed Receivers and Managers of Kalium Lakes on the evening of 3 August 2023. The Receivers have assumed control of Kalium Lakes' operations which will continue on a business as usual basis while an urgent assessment of the options for the sale and/or recapitalisation of the Group is undertaken. The strategic process announced by Kalium Lakes on 14 June 2023 is well progressed with wide interest received. The Receivers will continue the strategic process and immediately pursue the conclusion of a transaction. The Administrators will write to creditors shortly to advise of the details of the first meeting of creditors which is expected to be held on 15 August 2023.

Martin Jones, Matthew Woods and Clint Joseph from KPMG were appointed as voluntary administrators to Kalium Lakes on 3 August 2023.

The company lodges its Quarterly Activities and Cash Flow Reports - 30 June 2023.

The voluntary suspension is requested pending the release of an announcement in relation to the outcome of the strategic corporate process. The Company anticipates that the voluntary suspension will remain in place until the earlier of such time as it makes the Announcement and the commencement of trading on 31 October 2023.

The company releases a notification regarding unquoted securities.

The company has agreed on revised arrangements with engineering and design firm Ebtec GbR in relation to the company's Sulphate of Potash purification plant at its Beyondie SOP Mine. The new arrangements provide for: a settlement and release of potential claims from either party in relation to the existing EPS Services agreement for the design and engineering of the company's SOP Plant, which also incorporates Kalium Lakes receiving supply and title to the two heat exchangers recently added to the SOP Plant; and a new services agreement for continued technical services by Ebtec, both on-site and from Germany. Kalium Lakes and Ebtec have also entered into the Services Agreement for continued technical services by Ebtec, both on-site and from Germany, in order to achieve the production ramp up at Beyondie.

The company releases a notification of cessation of securities.

The company releases a notification of cessation of securities.

$5 million Liquidity Facility tranche being provided by Lenders alongside commencement of a strategic process in conjunction with Lenders. Strategic process will explore potential strategic and corporate opportunities to reposition the Company and its capital structure for the longer term or otherwise maximise value. The Company has appointed Argonaut PCF as its independent financial advisor to conduct this process and evaluate all relevant opportunities to maximise value for the Company and its stakeholders. Remaining $5 million Liquidity Facility drawdown is at Lenders' discretion, subject to progress of the strategic process and continued assessment by the Lenders of Beyondie's current ramp up performance. Given the Company's current circumstances, Kalium Lakes will remain in suspension until it has a clear pathway forward for shareholders, Lenders and other stakeholders. SOP production of 2,079 tonnes for April and May, exceeding the March quarter's total production by 16% after two months. This is Kalium Lakes' best production quarter to date. Second heat exchanger being delivered to site to add year-round cooling capacity to schoenite conversion circuit "“ expected to be installed during planned July shutdown. Brine production increasing following heavy rain event in late March / early April with measures taken to manage and replenish brine grade in pre-concentrator ponds. Harvesting continued during April and May (despite rain event) with 22kt of KTMS and 154kt of waste salt harvested, and ROM stockpile of 97kt at end of May. Approximate 55ktpa production rate targeted during December 2023 quarter, with 90ktpa production rate now targeted for September 2024 quarter. Targeted annual actual production of approximately 50-60kt in FY24. Expected material increase in operational costs due to operational resourcing and inflationary pressures. Additional long-term funding for Beyondie will be required over the next two financial years during ramp up to achieve targeted annual production of 90-100ktpa.

The voluntary suspension is requested pending the release of an announcement in relation to the outcome of the strategic process. The company anticipates that the voluntary suspension will remain in place until the earlier of such time as it makes the announcement and the commencement of trading on 31 July 2023.

The securities of Kalium Lakes Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of KLL, pending the release of an announcement regarding its operations.

The suspension of trading in the securities of Kalium Lakes Limited will be lifted immediately following the release by KLL of an announcement regarding a capital raising and debt restructure and KLL's response to an ASX Price Query Letter.

The company releases a capital raising presentation.

The company releases a notice of proposed issue of securities.

Firm commitments for a two tranche placement to raise A$22 million (before costs) and accompanying restructure of debt arrangements. First tranche to be completed utilising existing Listing Rule 7.1 placement capacity to raise approximately A$7.1 million, with the second tranche to raise approximately A$14.9 million being subject to shareholder approval at a general meeting to be held in late September 2022. Issue price of A$0.04 per Share, representing a discount of 56.5% to the last closing price and 41.3% to the 10 day-trading VWAP. Share Purchase Plan offer to all eligible shareholders to raise up to A$8 million at the same offer price as the Placement. Kalium Lakes' largest shareholder, Greenstone Resources and co-founder and director Brent Smoothy, have respectively committed to subscribe for A$8 million and A$2 million under the Placement. Proceeds from the Capital Raising will be used to provide working capital during production rampup through to 120 ktpa at the Beyondie Sulphate of Potash Mine in Q3 CY2024. The Company has also successfully negotiated a debt restructure with its Senior Lenders to assist in funding ramp-up working capital requirements and facilitate the expansion to 120 ktpa.

The company issues a response to ASX Price Query.

The securities of Kalium Lakes Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of KLL, pending the release of an announcement regarding a proposed debt restructure and capital raising and to respond to an ASX price query

The company has settled its placement to sophisticated and institutional investors and the institutional component of its 5 for 7 accelerated non-renounceable pro-rata entitlement offer of new fully paid ordinary shares in Kalium Lakes.

The company has completed the despatch of its prospectus dated 21 May 2020, together with personalised application forms, to eligible Kalium Lakes shareholders to participate in its pro-rata accelerated non-renounceable entitlement offer.

The company will despatch a letter to ineligible retail shareholders in relation to the retail component of its pro-rata accelerated non-renounceable entitlement offer of fully paid ordinary shares in Kalium Lakes, details of which were announced to the ASX on Thursday, 21 May 2020.

The company has successfully completed its oversubscribed placement to sophisticated and institutional investors and the institutional component of its 5 for 7 accelerated non-renounceable pro-rata entitlement offer of new fully paid ordinary shares in Kalium Lakes as announced on Thursday, 21 May 2020. The Placement and Institutional Entitlement Offer raised a total of $48.8 million at $0.15 per New Share.

The company issues a prospectus for an accelerated non-renounceable entitlement offer to Eligible Shareholders of up to approximately 280 million New Shares at an issue price of $0.15 per New Share on the basis of five (5) New Shares for every seven (7) Existing Shares held, to raise up to approximately $42 million (before costs).

The company lodges its Quarterly Activities Report.

The company lodges its Quarterly Cashflow Report.

The company lodges its Half Year Accounts.

The company releases an Investor Presentation - Project Update & Equity Raising.

~A$19 million Institutional Placement and a ~A$42 million fully underwritten 5 for 7 Entitlement Offer to raise approximately A$61 million. New shares to be issued at A$0.15 per share. Proceeds from the Offer to be used to fund the construction of the Beyondie Sulphate of Potash Project and provide anticipated working capital until first production. Capital requirement has been reviewed and verified by independent engineering specialists. Major shareholder Greenstone (20.1%) has committed to subscribe for approximately A$12 million under the Placement and the Entitlement Offer, and to sub-underwrite up to A$2 million of any retail shortfall (a total commitment of ~A$14m). Kalium Lakes Board and Senior Management has committed to take up approximately ~A$5.8 million of the Offer via their pro-rata entitlement and sub-underwriting the Offer. Overall project is now 40% complete with ~A$100 million of costs incurred to date, and ~23kt equivalent SOP pumped to date as at end of April. Learnings from development challenges to be applied to de-risk go-forward strategy, including processing plant construction contract now converted to a lump sum EPC contract. First production now due Q3-2021 with 30+ years ore reserve life of low cost, high margin operation.

ASX has granted a waiver from ASX Listing Rule 10.11.3 in relation to issues of securities to Greenstone pursuant to the Anti-Dilution Right for an initial term of 3 years (commencing on 6 May 2020).

The Company will remain suspended from trading pending the lodgement of the Reports and the release of an announcement in respect to an independent review of the Company's capital expenditure costings and contingencies for its Beyondie Sulphate of Potash Project, future financing requirements and the ongoing impact of the coronavirus (COVID-19) pandemic to the Company. The company intends to lodge the Reports and the Announcement prior to its reinstatement to trading on the ASX, on or before 29 May 2020.

The company's voluntary suspension is expected to last until the company releases an announcement in relation to the independent review of the company's capital expenditure costings and contingencies for its Beyondie Sulphate of Potash Project, future financing requirements and the ongoing impact of the coronavirus pandemic to the company, or the commencement of normal trading on 4 May 2020.

The company is seeking an extension to the voluntary suspension of its securities pending the release of an announcement in respect to an independent review of the company's capital expenditure costings and contingencies for its Beyondie Sulphate of Potash Project, future financing requirements and the ongoing impact of the coronavirus pandemic to the company. The suspension is to last until the company releases the announcement or the commencement of normal trading on 6 April 2020.

The voluntary suspension is to last until the company releases the announcement regarding the independent review of the company's capital expenditure costings and contingencies for its Beyondie Sulphate of Potash Project or the commencement of normal trading on Monday, 23 March 2020.

The securities of Kalium Lakes Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of KLL, pending the release of an announcement.

listed entity carried for record purposes only