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2019 ReportASX/AIM: SO4 Level 9, BGC Centre 28 The Esplanade, Perth WA 6000, Australia Tel. +61 8 9322 6322Email: info@saltlakepotash.com.auSALTLAKEPOTASH.COM.AUSALT LAKE POTASH LTD 2018 ANNUAL REPORTANNUAL REPORTGROW WITH US. CORPORATE DIRECTORYDIRECTORSMr Ian Middlemas – ChairmanMr Matthew Syme – CEOMr Bryn JonesMr Mark PearceCOMPANY SECRETARYMr Clint McGhieREGISTERED OFFICELevel 9, BGC Centre28 The EsplanadePerth WA 6000 AustraliaTelephone: +61 8 9322 6322Facsimile: +61 8 9322 6558LONDON OFFICEUnit 1, 38 Jermyn StreetLondon SW1Y 6DN United KingdomTelephone: +44 207 478 3900Facsimile: +44 207 434 4450WEBSITEwww.saltlakepotash.com.auSECURITIES EXCHANGE LISTINGAustralian Securities ExchangeASX Code: SO4 – Ordinary SharesLondon Stock Exchange (AIM)AIM Code: SO4 – Ordinary SharesNOMINATED ADVISERGrant Thornton UK LLP30 Finsbury SquareLondon EC2P 2YUSHARE REGISTRYAustraliaLink Market Services LimitedLevel 12, 680 George StreetSydney NSW 2000Telephone: +61 1300 554 474Facsimile: +61 2 9287 0303United KingdomComputershare Investor Services PlcPO Box 82The PavillionsBridgwater RoadBristol BS99 7NHTelephone: +44 870 889 3105AUDITORErnst & Young11 Mounts Bay Road Perth WA 6000BANKERSAustralia and New Zealand Banking Group LimitedDirectors’ Report 1Auditor’s Independence Declaration 23Consolidated Statement of Profit or Loss and other Comprehensive Income 24Consolidated Statement of Financial Position 25Consolidated Statement of Changes in Equity 26Consolidated Statement of Cash Flows 27Notes to and Forming Part of the Financial Statements 28Directors’ Declaration 54Independent Auditor’s Report 55Corporate Governance 60ASX Additional Information 61CONTENTS DIRECTORS’ REPORT The Directors of Salt Lake Potash Limited present their report on the Consolidated Entity consisting of Salt Lake Potash Limited (Company or Salt Lake) and the entities it controlled at the end of, or during, the year ended 30 June 2018 (Consolidated Entity or Group). OPERATING AND FINANCIAL REVIEW Operations The Company’s aim is to develop the first salt-lake brine Sulphate of Potash (SOP) operation in Australia, starting with a Demonstration Plant producing up to 50,000tpa of SOP, at the Goldfields Salt Lakes Project (GSLP) located in the Northern Goldfields of Western Australia. The Company’s multi-lake portfolio, and the comprehensive technical achievements to date, highlight the potential for a very economic, large scale and long term project. Figure 1: Goldfields Salt Lake Project Salt Lake Potash Limited ANNUAL REPORT 2018 1 DIRECTORS’ REPORT (Continued) OPERATING AND FINANCIAL REVIEW (Continued) Operations (Continued) Highlights The Company has undertaken a significant level of work during the year across a range of disciplines and has achieved a number of very important milestones, substantially progressing the Company’s aim is to develop the first salt-lake SOP operation in Australia. Highlights during, and subsequent to the end of, the financial year include: LAKE WAY MOU with Blackham Resources to access Lake Way The Company entered into a Memorandum of Understanding (MOU) with Blackham Resources Limited (Blackham) to investigate the potential development of a SOP operation based at Lake Way, near Wiluna. Pursuant to the MOU with Blackham, the Company would construct an initial pond system to dewater Blackham’s Williamson Pit, which contains approximately 1.2GL of super-saturated brine, with a very high average SOP content of 25kg/m3. These Williamson Ponds would comprise approximately 1/3 of the total Demonstration Plant pond area, and dewatering of the Williamson Pit offers a shorter development time due to its very high grade and salt saturation. Scoping Study for Low Capex, High Margin Demonstration Plant The Company completed a Scoping Study on the development of a 50,000tpa SOP Demonstration Plant at Lake Way that supports a low capex, highly profitable, staged development model, with total capital costs of approximately A$49m and average cash operating costs (FOB) of approximately A$387/t. The Demonstration Plant is intended to validate the technical and commercial viability of brine SOP production from the GSLP, providing the basis to build a world class, low cost, long life SOP operation across the 9 lakes in the GSLP. LAKE WELLS Process Testwork The Company completed pilot scale crystalliser validation testwork at a leading crystalliser vendor in the United States, processing approximately 400 kg of crystalliser feed salt (schoenite concentrate), produced from previous Lake Wells development work at Saskatchewan Research Council (SRC). The testwork successfully produced high quality SOP crystals, representative of a full scale plant product. The Site Evaporation Trial (SET) at Lake Wells was decommissioned after completing over 18 months of operation under site conditions and through all seasons. The SET processed approximately 412 tonnes of brine and produced over 10 tonnes of harvest salts. MOU with Australian Potash to study sharing infrastructure and other costs at Lake Wells Subsequent to year end, the Company and Australian Potash Limited (ASX: APC) entered into a Memorandum of Understanding and Co-operation Agreement to undertake a joint study of the potential benefits of development cost sharing for each Company’s projects at Lake Wells. The Company’s first Mining Lease at Lake Wells was granted subsequent to year end, a significant milestone in the Projects development pathway. 2 Salt Lake Potash Limited ANNUAL REPORT 2018 LAKE BALLARD An initial surface aquifer exploration program was completed at Lake Ballard, comprising a total of 160 shallow test pits and 10 test trenches. This work provides preliminary data for the geological and hydrological models for the surface aquifer of the Lake, as well as brine, geological and geotechnical samples. Subsequent to year end exploration drilling and excavation continued with a view to reporting an initial JORC mineral resource estimate for the shall aquifer. LAKE IRWIN A surface aquifer exploration program was completed at Lake Irwin, comprising 56 shallow test pits and 5 test trenches. This work provides preliminary data for the geological and hydrological models of the surface aquifer of the Lake, as well as brine, geological and geotechnical samples. REGIONAL LAKES The Company undertook initial surface brine sampling of the near surface aquifer and reconnaissance of access and infrastructure at all remaining Lakes held under the GSLP. GOLDFIELDS SALT LAKE PROJECT First MOU for an Offtake Agreement with Mitsubishi The Company executed its first MOU for an Offtake Agreement with Mitsubishi, for the sales and offtake rights for up to 50% of the SOP production, from a Demonstration Plant at the GSLP, for distribution into Asia and Oceania and potentially other markets. World Class Scale Revealed with Initial Exploration Target Estimation The Company released an initial estimate of Exploration Targets for eight of the nine lakes comprising the Company’s GSLP. The ninth lake, Lake Wells, already having a Mineral Resource reported in accordance with the JORC code. The total “stored” Exploration Target for the GSLP is 290Mt – 458Mt of contained Sulphate of Potash (SOP) with an average SOP grade of 4.4 – 7.1kg/m3 (including Lake Wells’ Mineral Resource of 80-85Mt). On a “drainable” basis the total Exploration Target ranges from 26Mt – 153Mt of SOP. The total playa area of the lakes is approximately 3,312km2. The potential quantity and grade of this Exploration Target is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource. Salt Lake Potash Limited ANNUAL REPORT 2018 3 DIRECTORS’ REPORT (Continued) OPERATING AND FINANCIAL REVIEW (Continued) Operations (Continued) Background The Company is the owner of the Goldfields Salt Lakes Project (GSLP), which comprises nine large salt lakes in the Northern Goldfields Region of Western Australia. The GSLP has a number of important, favourable characteristics: Very large paleochannel hosted brine aquifers, with chemistry amenable to evaporation of salts for SOP production, extractable from both low-cost trenches and deeper bores; Over 3,300km2 of playa surface, with in-situ clays suitable for low cost on-lake pond construction; The total “stored” Exploration Target for the GSLP is 290Mt – 458Mt of contained Sulphate of Potash (SOP) with an average SOP grade of 4.4 – 7.1kg/m3 (including Lake Wells’ Mineral Resource of 80-85Mt). On a “drainable” basis the total Exploration Target ranges from 26Mt – 153Mt of SOP. [The potential quantity and grade of this Exploration Target is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource]. Excellent evaporation conditions; Excellent access to transport, energy and other infrastructure in the Goldfields mining district; Lowest quartile capex and opex potential based on the Lake Wells Scoping Study; Clear opportunity to reduce transport costs by developing lakes closer to infrastructure and by capturing economies of scale; Multi-lake production offers operational flexibility, cost advantages and risk mitigation from localised weather events; The very high level of technical validation already undertaken at Lake Wells substantially applies to the other lakes in the GSLP; and Potential co-product revenues, particularly where transport costs are lowest. The Company’s long term plan is to develop an integrated SOP operation of global scale, producing high quality organic SOP from a number (or all) of the lakes within the GSLP, after confirming the technical and commercial elements of the Project through construction and operation of a Demonstration Plant producing up to 50,000tpa of SOP. Demonstration Plant The Company believes the advantages of the Demonstration Plant approach are: While substantial salt-lake brine production of SOP is undertaken in China, Chile and the USA, it is new in Australia and overseas production models need to be tested and adapted for Australian conditions. Proof of concept for SOP production from salt-lake brines in Australia will substantially de-risk the full-scale project, with commensurate improvement in financing costs and alternatives. While the Demonstration Plant does not benefit from economies of scale, it will provide financiers and partners a very reliable cost basis for larger scale, longer term operations, while still being low capex and high margin in its own right. Refinement of design and costing of engineering elements at Demonstration Plant scale should result in considerable time and cost savings at larger scale. Market acceptance of a new product in conservative agricultural markets is best achieved progressively and in conjunction with existing, established partner(s). It is important to establish Salt Lake’s product(s) as premium, sustainable nutrients in the key long-term markets, and staged production increments are the best way to achieve this objective. A Demonstration Plant offers an accelerated pathway to initial production, with limited infrastructure requirements and a faster, simpler approval process. The Demonstration Plant is intended to operate for 12- 24 months to establish parameters for larger scale production, and then be integrated into a larger operation. The Company’s objective is to commence construction in 2018, harvesting first salts in 2019, and producing first SOP in 2020. 4 Salt Lake Potash Limited ANNUAL REPORT 2018 Lake Way Salt Lake holds two Exploration Licences (one granted and one under application) covering most of Lake Way, including the paleochannel defined by previous exploration. The Northern end of the Lake is largely covered by a number of Mining Leases, held by Blackham Resources Limited (Blackham), the owner of the Wiluna Gold Mine. The Company entered into a Memorandum of Understanding with Blackham in March 2018 to investigate the development of an SOP operation on Blackham’s existing Mining Leases at Lake Way, including initially a 50,000tpa Demonstration Plant. Lake Way is located less than 15km south of Wiluna. The Wiluna region is an historic mining precinct dating back to the late 19th century. It has been a prolific nickel and gold mining region with well developed, high quality infrastructure in place. The Goldfields Highway is a high quality sealed road permitted to carry quad road trains and passes 2km from the Lake. The Goldfields Gas Pipeline is adjacent to SLP’s tenements, running past the eastern side of the Lake. Scoping Study In July 2018, the Company completed a Scoping Study on development of a 50,000tpa sulphate of potash (SOP) Demonstration Plant at Lake Way that supports a low capex, highly profitable, staged development model. The Demonstration Plant is supported by an Indicated and Measured Mineral Resource (drainable) within the Blackham mining lease area totalling 500,000t (Stored Resource - 2Mt), a multiple of the resource required to support a 50,000tpa Demonstration Plant for 2-3 years. Table 1: Key Scoping Study Outcomes Capital Costs (-10% & +30%) Total Capital Costs Including: - Temporary facilities - EPCM - Growth allowance (contingency) Average Total Cash Cost (FOB) (+/- 30%) Average Total Cash Cost (FOB) Comprising: - Mine Gate Opex - Transport and handling - Royalties Forecast SOP Price: Study Manager: Average Annual Production: Development Process A$49m A$0.4m A$4.8m A$6.3m A$387/t A$251/t A$96/t A$40/t A$667/t (US$500/t) Wood (formerly Amec Foster Wheeler) 50,000 tonnes of SOP The Demonstration Plant is intended to validate the technical and commercial viability of brine SOP production from the GSLP, providing the basis to build a world class, low cost, long life SOP operation across the 9 lakes in the GSLP. The Company has previously established that larger production volumes (400,000tpa) can result in operating costs in the lowest cost quartile for SOP production globally*. This is principally a result of the economies of scale inherent in the GSLP’s advantageous location in the Northern Goldfields mining district, mostly in the main cost centres of transport, labour and power. Salt Lake Potash Limited ANNUAL REPORT 2018 5 DIRECTORS’ REPORT (Continued) OPERATING AND FINANCIAL REVIEW (Continued) Operations (Continued) Pursuant to the MOU with Blackham, the Company will construct an initial pond system to dewater the Williamson Pit, which contains approximately 1.2GL of super-saturated brine, with a very high average SOP content of 25kg/m3. These Williamson Ponds will comprise approximately 1/3 of the total Demonstration Plant pond area, and dewatering of the Williamson Pit offers a shorter development time due to its very high grade and saturation. Process Testwork The Company undertook a range of process development testwork to enhance the process model for both Lake Way and Lake Wells. A large scale, continuous Site Evaporation Trial (SET) at Lake Wells was successfully completed over 18 months of operation under site conditions and through all seasons. The results of the SET are an Australian first and have provided significant knowledge to the Company on the salt crystallisation pathway under site conditions in Australia. The SET processed approximately 412 tonnes of Lake Wells brine and produced 10.3 tonnes of harvest salts. Site- produced harvest salts have been used in a range of subsequent process development testwork programs. The Company has used the harvest salts produced by the SET to perform comprehensive process development testwork at Saskatchewan Research Council (SRC). Most recently, SRC completed locked cycle testwork that validated the SysCAD process flowsheet and demonstrated that the process converges quickly to operate at steady state. In addition to locked cycle testing, 1,000kg of harvest salts from Lake Wells SET were processed by SRC to produce approximately 350kg of the flotation concentrate (crystalliser feed salt) which was then provided to a globally recognized crystalliser vendor for crystalliser testwork and equipment design. The tests generated samples with large chrystal size, similar to full scale production, and allowed the vendor to refine the design and pricing of a key process equipment item. Building on the knowledge gained from the Lake Wells project, a staged engineering approach was used in the process development for Lake Way, whereby initial evaporation modelling was undertaken followed by laboratory tests and then field trials. The initial brine evaporation modelling, conducted by international solar pond experts, Ad Infinitum, indicated that the predicted harvest salts produced at Lake Way are comparable to those produced at Lake Wells (containing a mix of Halite, Kainite and Schoenite) and therefore suitable for conversion into SOP. Laboratory evaporation tests were conducted by international laboratory and testing company, Bureau Veritas (BV), to validate the evaporation model. BV completed a series of laboratory-scale brine evaporation trials at their Perth facility, under simulated average Lake Way climate conditions. This testwork confirmed the modelled brine evaporation pathways. Furthermore it demonstrated that the Williamson pit brine follows a similar evaporation pathway to Lake Way lake brine with similar brine chemistry and salts produced. This indicates that the Williamson Pit brine is a pre-concentrated version of the Lake Way brine, which provides the advantage of a large volume of brine that is essentially accelerated in the evaporation pathway. A range of process development testwork to provide and validate inputs to the Lake Way Scoping Study production model was also undertaken, including field evaporation tests and metallurgical processing testwork on harvest salts. The testwork incorporates brines from the Lake itself, as well as the super-concentrated brines from the Williamson Pit. The results of testwork undertaken to date support the Company’s aim to produce an organic premium SOP product from the GSLP. Salt Lake continues to progress testwork to refine products in line with offtake partner expectations. MOU for Offtake with Mitsubishi The Company executed a MOU for an Offtake Agreement with Mitsubishi for the sales and offtake rights for up to 50% of the SOP production from a Demonstration Plant at the GSLP, for distribution into Asia and Oceania and potentially other markets. Salt Lake Potash is progressing its GSLP development strategy, initially involving construction of a Demonstration Plant producing up to 50,000tpa of high quality SOP, with its plans to distribute production through a small number of global distribution partnerships. The Mitsubishi MOU is non-binding and sets out the key terms for a subsequent formal Offtake Agreement as the Demonstration Plant is developed. As well as quantities and target markets, the MOU’s other terms include: 6 Salt Lake Potash Limited ANNUAL REPORT 2018 Market pricing and commission mechanisms; Specifications and delivery parameters; Mitsubishi to provide strategic advice on marketing within the region; and The parties to continue discussions regarding funding requirements for the GSLP. Mitsubishi Australia Limited is a wholly owned subsidiary of Mitsubishi Corporation. Mitsubishi is one of the world’s largest trading and investment enterprises that develops and operates businesses across virtually every industry, including industrial finance, energy, metals, machinery, chemicals, and daily living essentials. Its current activities expand far beyond its traditional trading operations to include investments and business management in diverse fields including natural resources development, manufacturing of industrial goods, retail, new energy, infrastructure, finance and new technology-related businesses. MOU with Australian Potash In September 2018, Salt Lake entered into a Memorandum of Understanding and Co-operation Agreement with Australian Potash Limited (ASX: APC) to undertake a joint study of the potential benefits of development cost sharing for each Company’s project developments at Lake Wells. The Companies’ substantial project holdings at Lake Wells are contiguous with many common infrastructure elements, including access roads, proximity to the Leonora rail terminals, and potential power and fresh water solutions. Both Companies anticipate substantial potential Capex and Opex benefits from some level of infrastructure sharing, with further potential benefits arising from shared or common evaporation and salt processing facilities. The Companies have agreed to constitute a joint study team to carry out an initial assessment of the merits of infrastructure cooperation. The team will also conduct a high-level review of potential benefits of upstream operational synergies. A substantial part of the Study work will be outsourced to independent engineers and both Companies intend to continue with their independent project developments in parallel with the Study. The Company’s first Mining Lease at Lake Wells was granted in September 2018, a significant milestone in the Projects development pathway. Results of Operations The net loss of the Consolidated Entity for the year ended 30 June 2018 was $11,327,108 (2017: net loss of $9,200,509). This loss is mainly attributable to: (i) (ii) (iii) Exploration and evaluation expenses of $8,545,647 (2017: $7,717,231) which are attributable to the Group’s accounting policy of expensing exploration and evaluation expenditure incurred by the Group subsequent to the acquisition of the rights to explore and up to the successful completion of definitive feasibility studies for each separate area of interest; Non-cash share-based payment expenses of $1,284,062 (2017: $580,976) which are attributable to the Group’s accounting policy of expensing the value (estimated using an option pricing model) of Incentive Securities issued to key employees and consultants. The value is measured at grant date and recognised over the period during which the option holders become unconditionally entitled to the options and/or rights; and Business development expenses of $1,110,578 (2017: $559,247) which are attributable to additional business development and investor relations activities required to support the growth and development of the Goldfields Salt Lakes Project, including travel costs associated with representing the Company at international conferences and investor meetings. Financial Position As at the date of this report, the Company had working capital in excess of $4 million which includes cash and cash equivalents. At 30 June 2018, the Company had cash reserves of $5,709,446 (2017: $15,596,759). At 30 June 2018, the Company had net assets of $7,019,989 (2017: $17,046,443), a decrease of 59% compared with the previous year. This decrease is a result of the exploration and evaluation activity during the year, which has been expensed as discussed in the results of operations section above. Salt Lake Potash Limited ANNUAL REPORT 2018 7 DIRECTORS’ REPORT (Continued) OPERATING AND FINANCIAL REVIEW (Continued) Business Strategies and Prospects for Future Financial Years The objective of the Group is to create long-term shareholder value through the discovery, exploration and development of its projects. To date, the Group has not commenced production of any minerals. To achieve its objective, the Group currently has the following business strategies and prospects: (i) Complete a PFS for the Lake Way Demonstration Plant; (ii) Commence construction of the Williamson Ponds at Lake Way and dewatering of Blackham’s Williamson Pit; (iii) Commence construction of the on-lake infrastructure and Plant for the Lake Way Demonstration Plant; (iv) Complete a PFS on the Lake Wells Project; (v) Develop an organic premium SOP product in conjunction with offtake partners and potential customers; and (vi) Continue additional exploration activities including drilling, test pumping and other testwork across the Company’s multi lake portfolio. All of these activities are inherently risky and the Board is unable to provide certainty of the expected results of these activities, or that any or all of these likely activities will be achieved. The material business risks faced by the Group that could have an effect on the Group’s future prospects, and how the Group manages these risks, include: The Company’s exploration properties may never be brought into production – The exploration for, and development of, mineral deposits involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. To mitigate this risk, the Company will undertake systematic and staged exploration and testing programs on its mineral properties and, subject to the results of these exploration programs, the Company will then progressively undertake a number of technical and economic studies with respect to its projects prior to making a decision to mine. However there can be no guarantee that the studies will confirm the technical and economic viability of the Company’s mineral properties or that the properties will be successfully brought into production; The Company’s activities will require further capital – The exploration and any development of the Company’s exploration properties will require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration and any development of the Company’s properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company; The Company’s licences may be subject to Native title and Aboriginal Heritage - There may be areas over which legitimate common law and/or statutory Native Title rights of Aboriginal Australians exist. If Native Title rights do exist, the ability of the Company to gain access to the Projects (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected; The Company has contractual rights in respect of the Mining Leases on which it plans to build a Demonstration Plant at Lake Way – The Company entered into a Memorandum of Understanding with Blackham in March 2018 that outlines the respective rights and obligations of both parties. The Demonstration Plant will initially be based on Mining Leases held by Blackham and the ability of the Company to proceed with its plans at Lake Way will be dependent on ongoing co-operation with Blackham. The parties intend to formalise arrangements in a Split Commodity Agreement; The Company’s activities are subject to Government regulations and approvals – Any material adverse changes in government policies or legislation in Western Australia and Australia that affect mining, processing, development and mineral exploration activities, income tax laws, royalty regulations, government subsidies and environmental issues may affect the viability and profitability of any planned development the GSLP. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could adversely impact the Group’s mineral properties; The Company may be adversely affected by fluctuations in commodity prices – The price of potash and other commodities fluctuates widely and is affected by numerous factors beyond the control of the Company. Future production, if any, from the Company’s mineral properties will be dependent upon the price of potash and other commodities being adequate to make these properties economic. The Company currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the Company’s operations change, this policy will be reviewed periodically going forward; and 8 Salt Lake Potash Limited ANNUAL REPORT 2018 Global financial conditions may adversely affect the Company’s growth and profitability – Many industries, including the mineral resource industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. Due to the current nature of the Company’s activities, a slowdown in the financial markets or other economic conditions may adversely affect the Company’s growth and ability to finance its activities. If these increased levels of volatility and market turmoil continue, the Company’s activities could be adversely impacted and the trading price of the Company’s shares could be adversely affected. EARNINGS PER SHARE Basic and diluted loss per share 2018 Cents 2017 Cents (6.47) (6.61) SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Significant changes in the state of affairs of the Consolidated Entity during the financial year were as follows: (i) (ii) On 18 August 2017, the Company issued 42,000 shares to an advisor as part of their annual fees. On 17 November 2017, the Company issued 1,100,000 incentive options to a key consultant as an incentive to attract and retain their services. (iii) On 1 December 2017, Mr Mark Hohnen retired as a Non-Executive Director of the Company. (iv) On 22 December 2017, the Company issued 2,300,000 performance rights to key employees and consultants of the Company pursuant to the Salt Lake Potash Limited Performance Rights Plan, and 800,000 incentive options to a key consultant as an incentive to attract and retain their services. (v) On 12 March 2018, the Company entered a Memorandum of Understanding (MOU) with Blackham Resources Limited (Blackham) to investigate the potential development of a Sulphate of Potash (SOP) operation based at Lake Way, near Wiluna. Under the MOU, the Company will acquire Blackham’s brine rights and Blackham will acquire gold rights to the Company’s Lake Way holdings, with each company retaining a royalty on their respective holdings. (vi) On 9 April 2018, the Company announced that it had executed a Memorandum of Understanding with Mitsubishi Australia Limited and Mitsubishi Corporation (Mitsubishi), setting out the basis for the first Offtake Agreement for the Goldfields Salt Lakes Project. The formal Offtake Agreement will provide Mitsubishi with sales and offtake rights for up to 50% of the Sulphate of Potash (SOP) production from a Demonstration Plant at the GSLP, for distribution into Asia and Oceania and potentially other markets. SIGNIFICANT EVENTS AFTER BALANCE DATE (i) (ii) Announced the results from a Scoping Study on the Lake Wells project which confirmed its potential to produce low cost SOP by solar evaporation of lake brines for domestic and international fertiliser markets; On 10 August 2018, the Company appointed Mr Clint McGhie as Company Secretary and Chief Financial Officer following the resignation of Mr Sam Cordin; and (iii) On 14 September 2018, the Company announced that it entered into a Memorandum of Understanding and Co-operation Agreement with Australian Potash Limited (ASX: APC) to study the potentially very substantial benefits of sharing infrastructure and other costs at Lake Wells. Other than as noted above, as at the date of this report there are no matters or circumstances which have arisen since 30 June 2018 that have significantly affected or may significantly affect: the operations, in financial years subsequent to 30 June 2018, of the Consolidated Entity; the results of those operations, in financial years subsequent to 30 June 2018, of the Consolidated Entity; or the state of affairs, in financial years subsequent to 30 June 2018, of the Consolidated Entity. Salt Lake Potash Limited ANNUAL REPORT 2018 9 DIRECTORS’ REPORT (Continued) PRINCIPAL ACTIVITIES The principal activities of the Group during the financial year consisted of the exploration and development of resource projects. No significant change in nature of these activities occurred during the year. DIRECTORS The names of the Group's Directors in office at any time during the financial year or since the end of the financial year are: Current Directors Mr Ian Middlemas Mr Matthew Syme Mr Mark Pearce Mr Bryn Jones Former Director Mr Mark Hohnen Chairman Chief Executive Officer (CEO) Non-Executive Director Non-Executive Director Non-Executive Director (resigned 1 December 2017) Unless otherwise stated, Directors held their office from 1 July 2017 until the date of this report. DIRECTORS AND OFFICERS Mr Ian Middlemas B.Com, CA Chairman Mr Middlemas is a Chartered Accountant, a member of the Financial Services Institute of Australasia and holds a Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before joining the Normandy Mining Group where he was a senior group executive for approximately 10 years. He has had extensive corporate and management experience, and is currently a Director with a number of publicly listed companies in the resources sector. Mr Middlemas was appointed a Director of the Company on 21 January 2010 and Chairman on 29 August 2014. During the three year period to the end of the financial year, Mr Middlemas has held directorships in Constellation Resources Limited (November 2017 – present), Apollo Minerals Limited (July 2016 – present), Cradle Resources Limited (May 2016 – present), Paringa Resources Limited (October 2013 – present), Berkeley Energia Limited (April 2012 – present), Prairie Mining Limited (August 2011 – present), Equatorial Resources Limited (November 2009 – present), Piedmont Lithium Limited (September 2009 – present), Sovereign Metals Limited (July 2006 – present), Odyssey Energy Limited (September 2005 – present), and Syntonic Limited (April 2010 – June 2017). Mr Matthew Syme B.Com, CA Chief Executive Officer Mr Syme is a Chartered Accountant and an accomplished mining executive with over 27 years experience in senior management roles in Australia and overseas. He was a Manager in a major international Chartered Accounting firm before spending three years as an equities analyst in a large stockbroking firm. He was then Chief Financial Officer of Pacmin Mining Limited, a successful Australian gold mining company. Mr Syme has considerable experience in managing mining projects in a wide range of commodities and countries. He most recently held the position of Managing Director of copper-gold developer Sierra Mining Limited, which was acquired by RTG Mining Inc in early June 2014. Mr Syme was responsible for the acquisition of Sierra’s key Mabilo Project in late 2011. Prior to joining Sierra in 2010 he was Managing Director of Berkeley Resources Limited where he successfully guided the acquisition and scoping studies of Berkeley’s Salamanca Uranium Project in Spain. Mr Syme was appointed a Director of the Company on 9 April 2015 and CEO on 29 April 2016. During the three year period to the end of the financial year, Mr Syme was a director of Sovereign Metals Limited (June 2014 – June 2016). 10 Salt Lake Potash Limited ANNUAL REPORT 2018 Mr Bryn Jones BAppSc, MMinEng, FAusIMM Non-Executive Director Mr Jones is a Chemical Engineer with over 20 years management experience in industrial processing in commercial and mining operations around the world, including potash and phosphate projects. Mr Jones was appointed a Director of the Company on 12 June 2017. During the three year period to the end of the financial year, Mr Jones has held directorships in Uranium Equities Limited (September 2009 – present) and Phosenergy Limited (July 2013 – present). Mr Mark Pearce B.Bus, CA, FCIS, FFin Non-Executive Director Mr Pearce is a Chartered Accountant and is currently a director of several listed companies that operate in the resources sector. He has had considerable experience in the formation and development of listed resource companies. Mr Pearce is also a Fellow of the Institute of Chartered Secretaries and Administrators and a Fellow of the Financial Services Institute of Australasia. Mr Pearce was appointed a Director of the Company on 29 August 2014. During the three year period to the end of the financial year, Mr Pearce has held directorships in Apollo Minerals Limited (July 2016 – present), Constellation Resources Limited (July 2016 – present), Prairie Mining Limited (August 2011 – present), Equatorial Resources Limited (November 2009 – present), Sovereign Metals Limited (July 2006 – present), Odyssey Energy Limited (September 2005 – present), Piedmont Lithium Limited (September 2009 – August 2018) and Syntonic Limited (April 2010 – October 2016). Mr Clint McGhie B.Com, CA, ACIS, FFin Chief Financial Officer & Company Secretary Mr McGhie is an experienced Chartered Accountant and Company Secretary who commenced his career at a large international accounting firm and has since been involved with a number of ASX and AIM listed exploration and development companies operating in the resources sector, including Apollo Minerals Limited, Berkeley Energia Limited and Sovereign Metals Limited. Mr McGhie is also an Associate Member of the Governance Institute of Australia (Chartered Secretary), and a Fellow of the Financial Services Institute of Australasia. Mr McGhie was appointed Company Secretary of the Company on 10 August 2018. Mr Sam Cordin B.Com, CA Company Secretary Mr Cordin is a Chartered Accountant who commenced his career at a large international Chartered Accounting firm and has since been involved with a number of exploration and development companies, including Berkeley Energia Limited, Paringa Resources Limited and Sierra Mining Limited. Mr Cordin was appointed Company Secretary of the Company on 13 November 2014 and resigned on 10 August 2018. Salt Lake Potash Limited ANNUAL REPORT 2018 11 DIRECTORS’ REPORT (Continued) ENVIRONMENTAL REGULATION AND PERFORMANCE The Group's operations are subject to various environmental laws and regulations under the relevant government's legislation. Full compliance with these laws and regulations is regarded as a minimum standard for all operations to achieve. Instances of environmental non-compliance by an operation are identified either by external compliance audits or inspections by relevant government authorities. There have been no significant known breaches by the Group during the financial year. DIVIDENDS No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has been made. DIRECTORS' INTERESTS As at the date of this report, the Directors' interests in the securities of the Company are as follows: Mr Ian Middlemas Mr Matthew Syme Mr Mark Pearce Mr Bryn Jones Interest in securities at the date of this report Ordinary Shares1 Incentive Options 2 Performance Rights 3 11,000,000 4,500,000 4,000,000 - - 2,500,000 - - - 2,000,000 200,000 200,000 Notes: 1 Ordinary Shares means fully paid Ordinary Shares in the capital of the Company. 2 Incentive Options means an unlisted share option to subscribe for one Ordinary Share in the capital of the Company. 3 Performance Rights means Performance Rights issued by the Company that convert to one Ordinary Share in the capital of the Company upon satisfaction of various performance conditions. 12 Salt Lake Potash Limited ANNUAL REPORT 2018 SHARE OPTIONS, PERFORMANCE SHARES AND PERFORMANCE RIGHTS At the date of this report the following options and performance shares have been issued over unissued Ordinary Shares of the Company: 750,000 Unlisted Options exercisable at $0.40 each on or before 29 April 2019; 750,000 Unlisted Options exercisable at $0.50 each on or before 29 April 2020; 1,000,000 Unlisted Options exercisable at $0.60 each on or before 29 April 2021; 250,000 Unlisted Options exercisable at $0.40 each on or before 30 June 2021; 500,000 Unlisted Options exercisable at $0.50 each on or before 30 June 2021; 750,000 Unlisted Options exercisable at $0.60 each on or before 30 June 2021; 400,000 Unlisted Options exercisable at $0.70 each on or before 30 June 2021; 5,000,000 ‘Class A’ Performance Shares expiring on or before 31 December 2018; 7,500,000 ‘Class B’ Performance Shares on or before 31 December 2019; 10,000,000 ‘Class C’ Performance Shares on or before 12 June 2020; 1,350,000 Performance Rights subject to the PFS Milestone expiring on 31 December 2018; 1,350,000 Performance Rights subject to the BFS Milestone expiring on 31 December 2019; 1,350,000 Performance Rights subject to the Construction Milestone expiring on 30 June 2020; and 1,350,000 Performance Rights subject to the Production Milestone expiring on 30 June 2021. During the year ended 30 June 2018, no Ordinary Shares have been issued as a result of the exercise of Unlisted Options, and no Ordinary Shares have been issued as a result of the conversion of Performance Shares or Rights. Subsequent to year end and until the date of this report, no Ordinary Shares have been issued as a result of the exercise of Unlisted Options. Salt Lake Potash Limited ANNUAL REPORT 2018 13 DIRECTORS’ REPORT (Continued) REMUNERATION REPORT (AUDITED) This Remuneration Report, which forms part of the Directors’ Report, sets out information about the remuneration of Key Management Personnel (KMP) of the Group. Details of Key Management Personnel Details of the KMP of the Group during or since the end of the financial year are set out below: Directors Mr Ian Middlemas Mr Matthew Syme Mr Mark Pearce Mr Bryn Jones Mr Mark Hohnen Other KMP Mr David Maxton Mr Clint McGhie Mr Grant Coyle Mr Sam Cordin Chairman Chief Executive Officer (CEO) Non-Executive Director Non-Executive Director Non-Executive Director (resigned 1 December 2017) Chief Operating Officer (appointed 12 April 2018) Chief Financial Officer and Company Secretary (appointed 10 August 2018) Business Development Manager (appointed 16 July 2018) Chief Financial Officer and Company Secretary (resigned 10 August 2018) Unless otherwise disclosed, the KMP held their position from 1 July 2017 until the date of this report. Remuneration Policy The Group’s remuneration policy for its KMP has been developed by the Board taking into account the size of the Group, the size of the management team for the Group, the nature and stage of development of the Group’s current operations, and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP: (a) the Group is currently focused on undertaking exploration, appraisal and development activities; (b) risks associated with developing resource companies whilst exploring and developing projects; and (c) other than profit which may be generated from asset sales, the Company does not expect to be undertaking profitable operations until sometime after the commencement of commercial production on any of its projects. Executive Remuneration The Group’s remuneration policy is to provide a fixed remuneration component and a performance based component (short term incentive and long term incentive). The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives. Fixed Remuneration Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-cash benefits. Non-cash benefits may include provision of car parking and health care benefits. Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices. 14 Salt Lake Potash Limited ANNUAL REPORT 2018 Performance Based Remuneration – Short Term Incentive Some executives are entitled to an annual cash incentive payment upon achieving various key performance indicators (“KPI’s”), as set by the Board. Having regard to the current size, nature and opportunities of the Company, the Board has determined that these KPI’s will include measures such as successful commencement and/or completion of exploration activities (e.g. commencement/completion of exploration programs within budgeted timeframes and costs), establishment of government relationship (e.g. establish and maintain sound working relationships with government and officialdom), development activities (e.g. completion of infrastructure studies and commercial agreements), corporate activities (e.g. recruitment of key personnel and representation of the company at international conferences) and business development activities (e.g. corporate transactions and capital raisings). These measures were chosen as the Board believes they represent the key drivers in the short and medium term success of the Project’s development. On an annual basis, subsequent to year end, the Board assesses performance against each individual executive’s KPI criteria. During the 2018 financial year, Mr Sam Cordin, Company Secretary, was paid a bonus of $20,000 amounting to 80% of the annual discretionary bonus payable to him. No formal decision in respect to any other bonuses for the 2018 year have been made by the Board, and accordingly, no bonuses are payable as at 30 June 2018. Performance Based Remuneration – Long Term Incentive The Group has adopted a long-term incentive plan (“LTIP”) comprising the “Salt Lake Potash Performance Rights Plan” (the “Plan”) to reward KMP and key employees for long-term performance. Shareholders approved the Plan at the Company Annual General Meeting of Shareholders on 30 November 2016. The Plan provides for the issuance of performance rights (“Performance Rights”) which, upon satisfaction of the relevant performance conditions attached to the Performance Rights, will result in the issue of an Ordinary Share for each Performance Right. Performance Rights are issued for no consideration and no amount is payable upon conversion thereof. To achieve its corporate objectives the Company needs to attract and retain its key staff, whether employees or contractors. Grants made to eligible participants under the Plan will assist with the Company's employment strategy and will: (a) (b) (c) (d) enable the Company to recruit, incentivise and retain KMP and other eligible employees to assist with the completion of feasibility studies for the GSLP to achieve the Company’s strategic objectives; link the reward of eligible employees with the achievement of strategic goals and the long term performance of the Company; align the financial interests of eligible participants of the proposed Plan with those of Shareholders; and provide incentives to eligible employees of the Plan to focus on superior performance that creates Shareholder value. Performance Rights granted under the Plan to eligible participants will be linked to the achievement by the Company of certain performance conditions as determined by the Board from time to time. These performance conditions must be satisfied in order for the Performance Rights to vest. The Performance Rights also vest where there is a change of control of the Company. Upon Performance Rights vesting, Ordinary Shares are automatically issued for no consideration. If a performance condition of a Performance Right is not achieved by the expiry date then the Performance Right will lapse. During the current and prior financial year, Performance Rights were granted to certain KMP and other employees and contractors with certain performance conditions that reward of key staff upon the achievements of strategic goals in relation to the Company’s SOP Projects including: (a) completion of a positive PFS; (b) completion of a positive DFS; (c) commencement of construction activities; and (d) achievement of steady state production level. In addition, the Board may issue incentive options where appropriate to some executives as a key component of the incentive portion of their remuneration, in order to attract and retain the services of the executives and to provide an incentive linked to the performance of the Company. The Board considers that each executive’s experience in the resources industry will greatly assist the Company in progressing its projects to the next stage of development and the identification of new projects. As such, the Board believes that the number of incentive securities (either options or rights) granted to executives is commensurate to their value to the Company. Salt Lake Potash Limited ANNUAL REPORT 2018 15 DIRECTORS’ REPORT (Continued) REMUNERATION REPORT (AUDITED) (Continued) Incentive options granted to executives generally have exercise prices at or above the market share price at the time of agreement. As such, incentive options granted to executives will generally only be of benefit if the executives perform to the level whereby the value of the Company increases sufficiently to warrant exercising the incentive options granted. Other than service-based vesting conditions, there are generally no additional performance criteria on the incentive options granted to executives, as given the speculative nature of the Company’s activities and the small management team responsible for its running, it is considered the performance of the executives and the performance and value of the Company are closely related. No incentive options were issued to KMP in the 2018 financial year. The Company prohibits executives from entering into arrangements to limit their exposure to Incentive Options granted as part of their remuneration package. Non-Executive Director Remuneration The Board’s policy is for fees to Non-Executive Directors to be no greater than market rates for comparable companies for time, commitment and responsibilities. Given the current size, nature and risks of the Company, Unlisted Options may also be used to attract and retain Non-Executive Directors. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. Director’s fees paid to Non-Executive Directors accrue on a daily basis. Fees for Non-Executive Directors are not linked to the performance of the economic entity. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company and given the current size, nature and opportunities of the Company, Non-Executive Directors may receive Unlisted Options or Performance Rights in order to secure and retain their services. Fees for the Chairman are presently $36,000 per annum (2017: $36,000) and fees for Non-Executive Directors’ are presently set at $20,000 per annum (2017: $20,000). These fees cover main board activities only. Only Non- Executive Directors may receive additional remuneration for other services provided to the Company, including but not limited to, membership of committees. The Company prohibits executives entering into arrangements to limit their exposure to Unlisted Options and Performance Rights granted as part of their remuneration package. Relationship between Remuneration of KMP and Shareholder Wealth During the Company’s exploration and development phases of its business, the Board anticipates that the Company will retain earnings (if any) and other cash resources for the exploration and development of its resource projects. Accordingly, the Company does not currently have a policy with respect to the payment of dividends and returns of capital. Therefore there was no relationship between the Board’s policy for determining, or in relation to, the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Company during the current and previous four financial years. The Board did not determine, and in relation to, the nature and amount of remuneration of the KMP by reference to changes in the price at which shares in the Company traded between the beginning and end of the current and the previous four financial years. Discretionary annual cash incentive payments are based upon achieving various non- financial key performance indicators as detailed under “Performance Based Remuneration – Short Term Incentive” and are not based on share price or earnings. However, as noted above, certain KMP may receive Unlisted Options in the future which generally will be of greater value to KMP if the value of the Company’s shares increases sufficiently to warrant exercising the Unlisted Options. Relationship between Remuneration of KMP and Earnings As discussed above, the Company is currently undertaking exploration and development activities, and does not expect to be undertaking profitable operations (other than by way of material asset sales, none of which is currently planned) until sometime after the successful commercialisation, production and sales of commodities from one or more of its projects. Accordingly the Board does not consider earnings during the current and previous four financial years when determining, and in relation to, the nature and amount of remuneration of KMP. 16 Salt Lake Potash Limited ANNUAL REPORT 2018 Emoluments of Directors and Executives Details of the nature and amount of each element of the emoluments of each Director and KMP of Salt Lake Potash Limited are as follows: Short-term Incentives 2018 Directors Mr Ian Middlemas Mr Matthew Syme Mr Mark Hohnen 1 Mr Mark Pearce Mr Bryn Jones 2 Other KMP Mr David Maxton 3 Mr Clint McGhie 4 Mr Grant Coyle 5 Mr Sam Cordin 6 Total Salary & fees $ 36,000 250,000 8,452 20,000 160,574 65,000 - - 150,000 690,026 Cash Incentive Payments $ Non Cash Benefits7 $ Post- employment benefits $ Share- based payments $ Perfor- mance related % Total $ - - - - - - - - 20,000 - - - 36,000 - 16,581 23,750 392,097 682,428 57% - - - - - - - - 1,900 1,900 6,175 - - - 8,452 29,749 51,649 33,991 196,465 - 58% 17% - - - 71,175 - - - - - 16,150 139,557 325,707 49% 20,000 16,581 49,875 595,394 1,371,876 Notes: 1 Mr Hohnen resigned 1 December 2017. 2 Mr Jones received Director fees of $20,000 and consulting fees of $140,574 for additional services provided to the Company. 3 Mr Maxton was appointed Chief Operating Officer effective 12 April 2018. 4 Mr McGhie was appointed Company Secretary and Chief Financial Officer effective 10 August 2018. 5 Mr Coyle was appointed Business Development Manager effective 16 July 2018. 6 Mr Cordin resigned 10 August 2018. 7 Non-cash benefits include life insurance premiums paid for Mr Syme. Short-term Incentives 2017 Directors Mr Ian Middlemas Mr Matthew Syme Mr Jason Baverstock 1 Mr Mark Hohnen Mr Mark Pearce Mr Bryn Jones 2 Other KMP Mr Sam Cordin 3 Total Salary & fees $ 36,000 250,000 112,500 20,000 20,000 5,926 137,500 581,926 Cash Incentive Payments $ Non Cash Benefits $ Post- employment benefits $ Share- based payments $ Perfor- mance related % Total $ - - - - - - - - - 9,972 - - - - - 3,420 23,750 10,687 - 1,900 109 - 39,420 - 477,494 761,216 63% - - 123,187 20,000 - - 22,305 44,205 50% - 6,035 - 13,062 56,217 206,779 27% 9,972 52,928 556,016 1,200,842 Notes: 1 Mr Baverstock resigned 12 June 2017. 2 Mr Jones was appointed 12 June 2017. Mr Jones received Directors fees of $1,154 and consulting fees of $4,772 for additional services provided to the Company. 3 Effective 1 August 2016, Mr Cordin was employed by the Company as Chief Financial Officer and Company Secretary. Prior to 1 August 2016, Mr Cordin provided services as the Company Secretary through a services agreement with Apollo Group Pty Ltd (‘Apollo’). 4 Non-cash benefits include life insurance premiums paid for Mr Syme. Salt Lake Potash Limited ANNUAL REPORT 2018 17 DIRECTORS’ REPORT (Continued) REMUNERATION REPORT (AUDITED) (Continued) Options and Performance Rights Granted to KMP There were no Incentive Options issued to KMP during the financial year. Details of Performance Rights granted by the Company to each KMP of the Group during the financial year are as follows: 2018 Rights 1 Grant Date Expiry Date Exercise Price $ Grant Date Fair Value 1 $ No. Granted No. Vested At 30 June 2018 Other KMP Mr Sam Cordin Mr Sam Cordin Mr Sam Cordin Mr Sam Cordin Rights Rights Rights Rights 15-Dec-17 30-Jun-18 6 15-Dec-17 30-Jun-19 7 15-Dec-17 30-Jun-20 15-Dec-17 30-Jun-21 - - - - $0.486 50,000 $0.486 50,000 $0.486 50,000 $0.486 50,000 - 2 - 3 - 4 - 5 Notes: 1 For details on the valuation of the Performance Rights, including models and assumptions used, please refer to Note 20 to the financial statements. 2 Each Performance Right converts into one Ordinary Share of Salt Lake Potash Limited upon satisfaction of the Pre-Feasibility Study performance condition. 3 Each Performance Right converts into one Ordinary Share of Salt Lake Potash Limited upon satisfaction of the Definitive Feasibility Study performance condition. 4 Each Performance Right converts into one Ordinary Share of Salt Lake Potash Limited upon satisfaction of the Construction performance condition. 5 Each Performance Right converts into one Ordinary Share of Salt Lake Potash Limited upon satisfaction of the Production performance condition. 6 Following Shareholder approval on 11 June 2018, the expiry date was extended to 31 December 2018. The closing share price on 11 June 2018 was $0.54. There was no impact on the fair value of the securities, however the period that the expense is being recognised over has been modified. 7 Following Shareholder approval on 11 June 2018, the expiry date was extended to 31 December 2019. The closing share price on 11 June 2018 was $0.54. There was no impact on the fair value of the securities, however the period that the expense is being recognised over has been modified. Details of the values of Incentive Options and Performance Rights (Securities) granted, exercised or lapsed for each KMP of the Group during the 2018 financial year are as follows: Securities Granted Value at Grant Date 1 Securities Exercised Value at Exercise Date Securities Lapsed Value at Time of Lapse Value of Securities included in Remuneration for the Period Percentage of Remuneration for the Period that Consists of Securities $ $ $ $ % 97,160 97,160 - - - - 31,215 31,215 10% 2018 Other KMP Mr Sam Cordin Total Notes: 1 For details on the valuation of the Performance Rights, including models and assumptions used, please refer to Note 20 of the financial statements. During the 2018 financial year, 1,000,000 Incentive Options held by Mr Matthew Syme vested and nil Performance Rights held by KMP vested. 18 Salt Lake Potash Limited ANNUAL REPORT 2018 Equity instruments held by KMP Options and Performance Rights holdings of Key Management Personnel Held at 1 July 2017 Granted as Remuner- ation Options Exercised/Rights Converted Net Other Change Held at 30 June 2018 Vested and exercise- able at 30 June 2018 2018 Directors Mr Ian Middlemas - Mr Matthew Syme 4,500,000 - - - - - - 200,000 200,000 600,000 200,000 5,500,000 200,000 - - - - - - - - - - - - - - - - 4,500,000 2,500,000 -1 200,000 200,000 800,000 - - - - 5,700,000 2,500,000 Mr Mark Hohnen Mr Mark Pearce Mr Bryn Jones Other KMP Mr Sam Cordin Total Notes: 1 At date of resignation. Ordinary Shareholdings of Key Management Personnel Held at 1 July 2017 Granted as Remuneration Options Exercised/ Rights Converted Net Other Change Held at 30 June 2018 11,000,000 4,500,000 5,033,218 4,000,000 - 400,000 24,933,218 - - - - - - - - - - - - - - - - - - - - - 11,000,000 4,500,000 5,033,2181 4,000,000 - 400,000 24,933,218 2018 Directors Mr Ian Middlemas Mr Matthew Syme Mr Mark Hohnen Mr Mark Pearce Mr Bryn Jones Other KMP Mr Sam Cordin Notes: 1 At date of resignation. Employment Contracts with Directors and KMP Mr Matthew Syme, Chief Executive Officer, is an employee of the Company. The contract has a rolling annual term and may be terminated by the Company by giving three months’ notice. No amount is payable in the event of termination for cause. Mr Syme receives a fixed remuneration component of $250,000 per annum plus statutory superannuation and a discretionary annual bonus of up to $150,000 to be paid upon the successful completion of key performance indicators as determined by the Board. Mr Bryn Jones, Non-Executive Director, has a consulting agreement with the Company dated 18 April 2016, which provides for a consultancy fee at the rate of $1,500 per day for management and technical services provided by Mr Jones. Either party may terminate the agreement without penalty or payment by giving one months’ notice. In addition, Mr Jones also receives the fixed remuneration component of $20,000 per annum plus superannuation as previously set by the Board for Non-Executive Directors. Salt Lake Potash Limited ANNUAL REPORT 2018 19 DIRECTORS’ REPORT (Continued) REMUNERATION REPORT (AUDITED) (Continued) Employment Contracts with Directors and KMP (Continued) Mr David Maxton, Chief Operating Officer, is an employee of the Company. The contract has a rolling two year term and may be terminated by the Company by giving three months’ notice. No amount is payable in the event of termination for cause. Mr Maxton receives a fixed remuneration component of $300,000 per annum plus statutory superannuation and a discretionary annual bonus of up to $50,000 to be paid upon the successful completion of key performance indicators as determined by the Board. Mr Clint McGhie, Chief Financial Officer and Company Secretary, is an employee of the Company. The contract had a rolling annual term and may be terminated by the Company by giving three months’ notice. No amount is payable in the event of termination for cause. Mr McGhie receives a fixed remuneration component of $220,000 per annum plus statutory superannuation and a discretionary annual bonus of up to $30,000 to be paid upon the successful completion of key performance indicators as determined by the Board. Mr Grant Coyle, Business Development Manager, is an employee of the Company. The contract has a rolling annual term and may be terminated by the Company by giving three months’ notice. No amount is payable in the event of termination for cause. Mr Coyle receives a fixed remuneration component of $175,000 per annum plus statutory superannuation and a discretionary annual bonus of up to $50,000 to be paid upon the successful completion of key performance indicators as determined by the Board. Loans from Key Management Personnel No loans were provided to or received from Key Management Personnel during the year ended 30 June 2018 (2017: Nil). Other Transactions Apollo Group Pty Ltd, a Company of which Mr Mark Pearce is a Director and beneficial shareholder, was paid or is payable $150,000 (2017: $150,000) for the provision of serviced office facilities, corporate and administration services for the year ended 30 June 2018. The amount is based on a monthly retainer due and payable in advance, with no fixed term, and is able to be terminated by either party with one month’s notice. At 30 June 2018, $25,000 (2017: $12,500) was included as a current liability in the Statement of Financial Position. End of Remuneration Report 20 Salt Lake Potash Limited ANNUAL REPORT 2018 DIRECTORS' MEETINGS The number of meetings of Directors held during the year and the number of meetings attended by each Director was as follows (there were no Board committees during the financial year): Mr Ian Middlemas Mr Matthew Syme Mr Mark Pearce Mr Bryn Jones Mr Mark Hohnen Board Meetings Number eligible to attend Number attended 1 1 1 1 1 1 1 - 1 - There were no Board committees during the financial year. The Board as a whole currently performs the functions of an Audit Committee, Risk Committee, Nomination Committee, and Remuneration Committee, however this will be reviewed should the size and nature of the Company’s activities change. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The Company has indemnified the directors of the Company for costs incurred, in their capacity as a director, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium. INDEMNIFICATION OF AUDITORS To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the end of the financial year. NON-AUDIT SERVICES Non-audit services provided by our auditors, Ernst and Young and related entities, are set out below. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. Tax and other advisory services 2018 $ 8,188 8,188 2017 $ 5,000 5,000 PROCEEDINGS ON BEHALF OF THE COMPANY No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. Salt Lake Potash Limited ANNUAL REPORT 2018 21 DIRECTORS’ REPORT (Continued) CORPORATE GOVERNANCE The Statement of Corporate Governance Practices is set out in a separate section of the Company’s 2018 Annual Report and discloses the Company’s main corporate governance practices throughout the financial year. AUDITOR'S INDEPENDENCE DECLARATION The lead auditor's independence declaration for the year ended 30 June 2018 has been received and can be found on page 23 of the Directors' Report. Signed in accordance with a resolution of the Directors. MATTHEW SYME CEO 28 September 2018 22 Salt Lake Potash Limited ANNUAL REPORT 2018 AUDITOR'S INDEPENDENCE DECLARATION Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843 Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au Auditor’s Independence Declaration to the Directors of Salt Lake Potash Limited As lead auditor for the audit of Salt Lake Potash Limited for the financial year ended 30 June 2018, I declare to the best of my knowledge and belief, there have been: a) No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit b) No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Salt Lake Potash Limited and the entities it controlled during the financial year. Ernst & Young T S Hammond Partner 28 September 2018 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation TH:CT:SLP:008 Salt Lake Potash Limited ANNUAL REPORT 2018 23 (cid:3) (cid:3) CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018 Finance income Other income Exploration and evaluation expenses Corporate and administrative expenses Business development expenses Share based payment expense Loss before tax Income tax expense Loss for the year 30 June 2018 30 June 2017 Notes $ $ 3 4 5 6 238,208 456,709 123,477 604,468 (8,545,647) (7,717,231) (1,081,738) (1,071,000) (1,110,578) (559,247) (1,284,062) (580,976) (11,327,108) (9,200,509) - - (11,327,108) (9,200,509) Other comprehensive income Items that may be reclassified subsequently to profit or loss: Foreign currency translation differences reclassified to profit or loss on disposal of controlled entity Other comprehensive loss for the year, net of tax - - (454,468) (454,468) Total comprehensive loss for the year (11,327,108) (9,654,977) Basic and diluted loss per share attributable to the ordinary equity holders of the company (cents per share) 16 (6.47) (6.61) The above Consolidated Statement of Profit or Loss and other Comprehensive Income should be read in conjunction with the accompanying notes. 24 Salt Lake Potash Limited ANNUAL REPORT 2018 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018 Notes 30 June 2018 $ 30 June 2017 $ ASSETS Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Property, plant and equipment Exploration and evaluation expenditure Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Finance lease Provisions 7 8 9 10 11 12 5,709,446 227,273 5,936,719 535,344 2,276,736 2,812,080 8,748,799 15,596,759 300,058 15,896,817 303,511 2,276,736 2,580,247 18,477,064 1,620,527 1,348,791 11,829 57,462 13,011 19,181 Total Current Liabilities 1,689,818 1,380,983 Non-Current Liabilities Finance lease Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY 38,992 38,992 49,638 49,638 1,728,810 1,430,621 7,019,989 17,046,443 13 14 123,501,153 2,105,886 123,484,561 821,824 (118,587,050) (107,259,942) 7,019,989 17,046,443 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. Salt Lake Potash Limited ANNUAL REPORT 2018 25 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018 Contributed Equity Share- Based Payment Reserve Foreign Currency Translation Reserve Balance at 1 July 2017 123,484,561 821,824 $ $ Net loss for the year Total comprehensive loss for the year Shares issued in lieu of fees Share issue costs - - 18,476 (1,884) - - - - Share based payment expense - 1,284,062 $ - - - - - - Accumulated Losses Total Equity $ $ (107,259,942) 17,046,443 (11,327,108) (11,327,108) (11,327,108) (11,327,108) - - - 18,476 (1,884) 1,284,062 Balance at 30 June 2018 123,501,153 2,105,886 - (118,587,050) 7,019,989 Balance at 1 July 2016 106,761,669 240,848 454,468 (98,059,433) 9,397,552 Net loss for the year Exchange differences reclassified to profit or loss on disposal of controlled entity Total comprehensive loss for the year - - - Shares issued in lieu of fees Share placement Share issue costs 86,400 17,630,000 (993,508) - - - - - - Share based payment expense - 580,976 Balance at 30 June 2017 123,484,561 821,824 - (9,200,509) (9,200,509) (454,468) - (454,468) (454,468) (9,200,509) (9,654,977) - - - - - - - - - 86,400 17,630,000 (993,508) 580,976 (107,259,942) 17,046,443 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 26 Salt Lake Potash Limited ANNUAL REPORT 2018 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018 Cash flows from operating activities Payments to suppliers and employees Exploration investment scheme received R&D tax incentive Interest received Note 30 June 2018 $ 30 June 2017 $ (10,275,823) (8,657,842) 30,000 456,709 242,852 120,000 - 114,423 Net cash outflow from operating activities 15(a) (9,546,262) (8,423,419) Cash flows from investing activities Payments for property, plant and equipment Net cash outflow from investing activities Cash flows from financing activities Proceeds from issue of shares Lease payments Transaction costs from issue of shares Net cash inflow/(outflow) from financing activities (256,890) (256,890) (162,675) (162,675) - 17,630,000 (11,829) (72,332) (84,161) - (945,448) 16,684,552 Net increase/(decrease) in cash and cash equivalents held (9,887,313) 8,098,458 Net foreign exchange differences - 16 Cash and cash equivalents at the beginning of the year 15,596,759 7,498,285 Cash and cash equivalents at the end of the year 15(b) 5,709,446 15,596,759 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. Salt Lake Potash Limited ANNUAL REPORT 2018 27 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies adopted in preparing the financial report of Salt Lake Potash Limited (Salt Lake or Company) and its consolidated entities (Consolidated Entity or Group) for the year ended 30 June 2018 are stated to assist in a general understanding of the financial report. Salt Lake is a Company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (ASX), and the AIM Market (AIM) of the London Stock Exchange. The financial report of the Group for the year ended 30 June 2018 was authorised for issue in accordance with a resolution of the Directors on 26 September 2018. (a) Basis of Preparation The financial report is a general purpose financial report, which has been prepared in accordance with Australian Accounting Standards (“AASBs”) and other authoritative pronouncements of the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The Group is a for-profit entity for the purposes of preparing the consolidated financial statements. The financial report has been prepared on a historical cost basis. The financial report is presented in Australian dollars. Going concern The consolidated financial statements have been prepared on a going concern basis which assumes the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. For the year ended 30 June 2018, the Consolidated Entity incurred a net loss of $11,327,108 (2017: $9,654,977) and experienced net cash outflows from operating and investing activities of $9,821,628 (2017: $8,586,094). As at 30 June 2018, the Group had cash and cash equivalents of $5,709,446 (2017: $15,596,759) and net current assets of $4,246,901 (2017: $14,515,834). The Company has recently completed a successful Scoping Study for the Lake Way Demonstration Plant and is currently in the process of finalising parameters for the Pre-Feasibility Study and construction of holding ponds to dewater Blackham’s Williamson Pit. The Scoping Study on the development of a 50,000tpa sulphate of potash (SOP) Demonstration Plant at Lake Way supports a low capex, highly profitable, staged development model. In order to continue to progress the Demonstration Plant at Lake Way and ongoing studies for the wider GSLP, the Company will be required to raise additional capital during the current financial year. Based on the successful results of the Scoping Study and having previously raised funds for the GSLP, the Directors are confident that they will be able to raise additional capital as and when required to continue to fund operations. In addition, the Directors have been involved in a number of recent successful capital raisings for other listed resource companies, and accordingly, they are satisfied that they will be able to raise additional capital when required to enable the Consolidated Entity to meet its obligations as and when they fall due, and accordingly, consider that it is appropriate to prepare the financial statements on the going concern basis. Should the Consolidated Entity be unable to raise additional capital as and when required, the Consolidated Entity would need to reduce operational expenditure to continue as a going concern. In the event that the Consolidated Entity is unable to achieve the matters referred to above, uncertainty would exist that may cast doubt on the ability of the Consolidated Entity to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or to the amounts and classification of liabilities that might be necessary should the Consolidated Entity be unable to continue as a going concern. (b) Statement of Compliance The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period. New and revised standards and amendments thereof and interpretations effective for the current reporting period that are relevant to the Group include: 28 Salt Lake Potash Limited ANNUAL REPORT 2018 AASB 2016-1 Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Losses which clarify that the existence of a deductible temporary difference depends solely on a comparison of the carrying amount of an asset and its tax base at the end of the reporting period, and is not effected by possible future changes in the carrying amount or expected manner of recovery of the asset; AASB 2016-2 Amendments to Australian Accounting Standards - Disclosure Initiative: Amendments to AASB 107 which amend existing presentation and disclosure requirements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes; and AASB 2017-2 Amendments to Australian Accounting Standards – Further Annual Improvements 2016-2016 Cycle which clarify the existing disclosure requirements and scope of AASB 12 Disclosure of Interest in Other Entities to apply to interests that are classified as held for sale or distribution. The adoption of these new and revised standards has not resulted in any significant changes to the Group's accounting policies or to the amounts reported for the current or prior periods. Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ended 30 June 2018. Those which may be relevant to the Group are set out in the table below. Standard/Interpretation Application date of standard AASB 9 Financial Instruments, and relevant amending standards 1 January 2018 Application date for Group 1 July 2018 AASB 15 Revenue from Contracts with Customers, and relevant amending standards 1 January 2018 1 July 2018 AASB 2016-5 Amendments to Australian Accounting Standards – Classification and Measurement of Share-based Payment Transactions 1 January 2018 1 July 2018 AASB Interpretation 22 Foreign Currency Transactions and Advance Consideration 1 January 2018 1 July 2018 AASB 16 Leases 1 January 2019 1 July 2019 Management has reviewed the requirements of these accounting standards and has assessed that these will not have any significant impact on the Group's financial statements based on the following: At 30 June 2018, the Group’s only financial assets and liabilities are cash, receivables, finance lease and payables for which no significant measurement changes have been introduced under AASB 9. The changes to the impairment model are not anticipated to have an impact on the Group as receivables are primarily comprised of GST and interest; The Group does not currently have any revenue contracts and accordingly AASB 15 is not expected to have an impact on the Group’s results; and The Group’s main operating lease is for office space, currently at a cost of $10,170 per month. Under AASB 16, an asset (the right to use the leased item) and a financial liability to pay rentals will be recognised. AASB 16 will not apply to short term contracts of less than 12 months. (c) Principles of Consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 30 June 2018 and the results of all subsidiaries for the year then ended. Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de- consolidated from the date that control ceases. Intercompany transactions and balances, income and expenses and profits and losses between Group companies, are eliminated. Salt Lake Potash Limited ANNUAL REPORT 2018 29 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (d) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. (e) Trade and Other Receivables Trade receivables are recognised and carried at the original invoice amount less a provision for any uncollectable debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off as incurred. Short term receivables from related parties are recognised and carried at the nominal amount due and are interest free. (f) (i) Investments and Other Financial Assets Classification Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale investments, as appropriate. When financial assets are recognised initially they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than twelve months after the reporting date which are classified as non-current assets. Loans and receivables are included in receivables in the statement of financial position. Loans and receivables are carried at amortised cost using the effective interest rate method. (ii) Impairment Collectability of trade and other receivables is reviewed on an ongoing basis. Individual debts that are known to be uncollectible are written off when identified. An impairment allowance is recognised when there is objective evidence that the Consolidated Entity will not be able to collect the receivable. Financial difficulties of the debtor, default payments or debts more than 60 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate. (g) Property, Plant and Equipment (i) Recognition and measurement All classes of property, plant and equipment are measured at historical cost. Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised in the Statement of Profit or Loss and other Comprehensive Income as incurred. (ii) Depreciation and Amortisation Depreciation is provided on a straight line basis on all property, plant and equipment. Major depreciation and amortisation periods are: Plant and equipment: 22%- 40% 22%- 40% 2018 2017 30 Salt Lake Potash Limited ANNUAL REPORT 2018 The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. (iii) Derecognition An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal. (h) Exploration and Development Expenditure Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method. Exploration and evaluation expenditure encompasses expenditures incurred by the Group in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets are measured at cost at recognition and are recorded as an asset if: a. the rights to tenure of the area of interest are current; and b. at least one of the following conditions is also met: the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; and exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation expenditure incurred by the Group subsequent to acquisition of the rights to explore is expensed as incurred, up to costs associated with the preparation of a feasibility study. (i) Impairment Capitalised exploration costs are reviewed each reporting date to establish whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and transferred to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced. Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. (i) Payables Liabilities are recognised for amounts to be paid in the future for goods and services received. Trade accounts payable are normally settled within 60 days. Payables are carried at amortised cost. (j) Provisions Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. (k) Revenue Recognition Revenue is measured at the fair value of the consideration received or receivable. Interest income Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial assets. Salt Lake Potash Limited ANNUAL REPORT 2018 31 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (l) Income Tax The income tax expense for the period is the tax payable on the current period's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same taxation authority. Tax consolidation Salt Lake Potash Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. Each entity in the group recognises its own current and deferred tax liabilities, except for any deferred tax assets resulting from unused tax losses and tax credits, which are immediately assumed by the Company. The current tax liability of each group entity is then subsequently assumed by the Company. The tax consolidated group has entered a tax sharing agreement whereby each company in the Group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group. (m) Employee Entitlements Provision is made for the Group's liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within 12 months have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits expected to be settled more later than 12 months after the year end have been measured at the present value of the estimated future cash outflows to be made for those benefits. (n) Earnings per Share Basic earnings per share (EPS) is calculated by dividing the net profit attributable to members of the Company for the reporting period, after excluding any costs of servicing equity, by the weighted average number of Ordinary Shares of the Company, adjusted for any bonus issue. Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing costs associated with dilutive potential Ordinary Shares and the effect on revenues and expenses of conversion to Ordinary Shares associated with dilutive potential Ordinary Shares, by the weighted average number of Ordinary Shares and dilutive Ordinary Shares adjusted for any bonus issue. 32 Salt Lake Potash Limited ANNUAL REPORT 2018 (o) Goods and Services Tax Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. (p) Acquisition of Assets A group of assets may be acquired in a transaction which is not a business combination. In such cases the cost of the group is allocated to the individual identifiable assets (including intangible assets that meet the definition of and recognition criteria for intangible assets in AASB 138) acquired and liabilities assumed on the basis of their relative fair values at the date of purchase. (q) Impairment of Non-Current Assets The Group assesses at each reporting date whether there is an indication that a non-current asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. (r) Issued and Unissued Capital Ordinary Shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (s) Foreign Currencies (i) Functional and presentation currency The functional currency of each of the Group's entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the Company's functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non- monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Salt Lake Potash Limited ANNUAL REPORT 2018 33 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued) (s) Foreign Currencies (Continued) Exchange differences arising on the translation of monetary items are recognised in the Statement Profit or Loss and other Comprehensive Income, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the other Comprehensive Income. (iii) Group companies The financial results and position of foreign operations whose functional currency is different from the Group's presentation currency are translated as follows: assets and liabilities are translated at year-end exchange rates prevailing at that reporting date; income and expenses are translated at average exchange rates for the period; and items of equity are translated at the historical exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations are transferred directly to the group's foreign currency translation reserve in the statement of financial position. These differences are recognised in the Statement of Profit or Loss and other Comprehensive Income in the period in which the operation is disposed. (t) Share-Based Payments Equity-settled share-based payments are provided to officers, employees, consultants and other advisors. These share-based payments are measured at the fair value of the equity instrument at the grant date. Fair value is determined using the Binomial option pricing model. Further details on how the fair value of equity-settled share based payments has been determined can be found in Note 20. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest. At each reporting date, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to the share based payments reserve. Equity-settled share-based payments may also be provided as consideration for the acquisition of assets. Where Ordinary Shares are issued, the transaction is recorded at fair value based on the quoted price of the Ordinary Shares at the date of issue. The acquisition is then recorded as an asset or expensed in accordance with accounting standards. (u) Use and Revision of Accounting Estimates, Judgements and Assumptions The preparation of the financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described in the following notes: Exploration and Evaluation Expenditure (Note 10) Share-Based Payments (Note 20) 34 Salt Lake Potash Limited ANNUAL REPORT 2018 2. SEGMENT INFORMATION The Consolidated Entity operates in one operating segment and one geographical segment, being mineral exploration in Australia. This is the basis on which internal reports are provided to the Directors for assessing performance and determining the allocation of resources within the Consolidated Entity. 3. FINANCE INCOME Interest income 4. OTHER INCOME Gain on disposal of controlled entity1 Exploration Incentive Scheme R&D tax incentive Notes: Note 2018 $ 2017 $ 238,208 238,208 123,477 123,477 Note 2018 $ - - 456,709 456,709 2017 $ 454,468 150,000 - 604,468 1 During the 2017 year, the Company sold its United States subsidiary, Golden Eagle Uranium, for a nominal amount which resulted in a gain on disposal of A$454,468 relating to prior exchange differences on translation of Golden Eagle Uranium that have been transferred from the foreign currency translation reserve. 5. EXPENSES Note 2018 $ 2017 $ (a) Depreciation included in statement of comprehensive income Depreciation of plant and equipment 9 75,031 37,088 (b) Employee benefits expense (including KMP) Salaries and wages Superannuation expense Share-based payment expense Total employment expenses included in profit or loss 20 1,942,801 1,342,932 176,466 1,284,062 126,503 580,976 3,403,329 2,050,411 Salt Lake Potash Limited ANNUAL REPORT 2018 35 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 6. INCOME TAX (a) Recognised in the statement of comprehensive income Current income tax Current income tax benefit in respect of the current year Deferred income tax Deferred income tax Income tax expense reported in the statement of Profit or Loss and other Comprehensive income 2018 $ 2017 $ - - - - - - (b) Reconciliation between tax expense and accounting loss before income tax Accounting loss before income tax (11,327,108) (9,200,509) At the domestic income tax rate of 27.5% (2017: 27.5%) (3,114,955) (2,530,140) Expenditure not allowable for income tax purposes Income not assessable for income tax purposes Adjustment in respect of current income tax of previous years Deferred tax assets not brought to account Income tax expense/(benefit) reported in the statement of Profit or Loss and other Comprehensive income (c) Deferred Tax Assets and Liabilities Deferred income tax at 30 June relates to the following: Deferred Tax Liabilities Accrued income Exploration and evaluation assets Deferred tax assets used to offset deferred tax liabilities Deferred Tax Assets Accrued expenditure Capital allowances Tax losses available for offset against future taxable income Deferred tax assets used to offset deferred tax liabilities Deferred tax assets not brought to account 36 Salt Lake Potash Limited ANNUAL REPORT 2018 511,763 (125,595) (3,447) 2,732,234 - 2018 $ 280,752 (124,979) - 2,374,367 - 2017 $ 4,833 43,209 (48,042) - 6,110 43,209 (49,319) - 21,813 243,070 9,183,494 (48,042) 7,200 341,543 6,368,677 (49,319) (9,400,335) (6,668,101) - - The benefit of deferred tax assets not brought to account will only be brought to account if: future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised; the conditions for deductibility imposed by tax legislation continue to be complied with; and no changes in tax legislation adversely affect the Group in realising the benefit. Deferred tax assets have not been recognised in respect to tax losses because it is not probable that future taxable profit will be available against which the Group can utilise the benefits. (d) Tax Consolidation The Company and its wholly-owned Australian resident entities have formed a tax consolidated group and are therefore taxed as a single entity. The head entity within the tax consolidated group is Salt Lake Potash Limited. 7. CASH AND CASH EQUIVALENTS Cash on hand and at bank Deposit on call 8. TRADE AND OTHER RECEIVABLES Accrued interest GST and other receivables 9. PROPERTY, PLANT AND EQUIPMENT (a) Plant and Equipment Gross carrying amount - at cost Accumulated depreciation Carrying amount at end of year, net of accumulated depreciation (b) Reconciliation Carrying amount at beginning of year, net of accumulated depreciation Additions Depreciation charge Carrying amount at end of year, net of accumulated depreciation 2018 $ 2017 $ 1,596,390 4,113,056 15,524,703 72,056 5,709,446 15,596,759 2018 $ 17,572 209,701 227,273 2017 $ 22,216 277,842 300,058 2018 $ 2017 $ 652,644 (117,300) 345,780 (42,269) 535,344 303,511 303,511 306,864 (75,031) 115,275 225,324 (37,088) 535,344 303,511 Salt Lake Potash Limited ANNUAL REPORT 2018 37 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 9. PROPERTY, PLANT AND EQUIPMENT (Continued) Finance Leases The carrying value of plant and equipment held under finance leases at 30 June 2018 was $55,857 (2017: $64,036). Additions during the year include $Nil (2017: $64,036) of plant and equipment under finance lease. 10. EXPLORATION AND EVALUATION EXPENDITURE (a) Areas of Interest SOP Project Carrying amount at end of year, net of impairment1 (b) Reconciliation Carrying amount at start of year Impairment losses Carrying amount at end of year net of impairment 1 Note 2018 $ 2017 $ 2,276,736 2,276,736 2,276,736 2,276,736 2,276,736 2,276,736 - - 2,276,736 2,276,736 Notes: 1 The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial exploitation or sale of the respective areas of interest. SOP Project Salt Lake holds a number of large salt lake brine projects (Projects) in Western Australia and the Northern Territory, each having potential to produce highly sought after Sulphate of Potash (SOP) for domestic and international fertiliser markets. 11. TRADE AND OTHER PAYABLES Trade creditors Accrued expenses 2018 $ 2017 $ 1,483,554 1,250,959 136,973 97,832 1,620,527 1,348,791 Terms and conditions of the above financial liabilities: Trade payables are non-interest bearing and are normally settled on 30-day terms. 12. PROVISIONS 2018 $ 57,462 57,462 2017 $ 19,181 19,181 Statutory employee benefits 38 Salt Lake Potash Limited ANNUAL REPORT 2018 13. CONTRIBUTED EQUITY 30 June 2018 $ 30 June 2017 $ Share Capital 175,049,596 (30 June 2017: 175,007,596) Ordinary Shares 123,501,153 123,484,561 123,501,153 123,484,561 (a) Movements in Ordinary Shares During the Past Two Years Were as Follows: 01-Jul-17 18-Aug-17 Opening Balance Share issue 1 Jul-17 to Jun-18 Share issue costs 30-Jun-18 Closing balance 01-Jul-16 09-Sep-16 02-May-17 21-Jun-17 Opening Balance Share issue 1 Share placement Share placement Jul-16 to Jun-17 Share issue costs 30-Jun-17 Closing balance Notes: 1 Shares issued to a key consultant of the Company in lieu of fees. Number of Ordinary Shares Issue Price $ $ 175,007,596 123,484,561 42,000 - 0.44 - 18,476 (1,884) 175,049,596 123,501,153 133,827,596 - 106,761,669 180,000 30,700,000 10,300,000 - 175,007,596 0.48 0.43 0.43 86,400 13,201,000 4,429,000 - (993,508) - 123,484,561 Salt Lake Potash Limited ANNUAL REPORT 2018 39 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 13. CONTRIBUTED EQUITY (Continued) (b) Rights Attaching to Ordinary Shares: The rights attaching to fully paid Ordinary Shares (Ordinary Shares) arise from a combination of the Company's Constitution, statute and general law. Ordinary Shares issued following the exercise of Unlisted Options in accordance with Note 14(c) or Performance Shares in accordance with Note 14(d) or Performance Rights in accordance with Note 14(e) will rank equally in all respects with the Company's existing Ordinary Shares. Copies of the Company's Constitution are available for inspection during business hours at the Company's registered office. The clauses of the Constitution contain the internal rules of the Company and define matters such as the rights, duties and powers of its shareholders and directors, including provisions to the following effect (when read in conjunction with the Corporations Act 2001 or the listing rules of the ASX and AIM (Listing Rules)). (i) Shares The issue of shares in the capital of the Company and options over unissued shares by the Company is under the control of the Directors, subject to the Corporations Act 2001, ASX Listing Rules and any rights attached to any special class of shares. (ii) Meetings of Members Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the Corporations Act 2001. The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all members are entitled to a notice of meeting. A meeting may be held in two or more places linked together by audio-visual communication devices. A quorum for a meeting of members is two shareholders. The Company holds annual general meetings in accordance with the Corporations Act 2001 and the Listing Rules. (iii) Voting Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents. On a poll each eligible member has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share. (iv) Changes to the Constitution The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the members present and voting at a general meeting of the Company. At least 28 days' written notice specifying the intention to propose the resolution as a special resolution must be given. (v) Listing Rules Provided the Company remains admitted to the Official List of the ASX, then despite anything in its Constitution, no act may be done that is prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing Rules. The Company's Constitution will be deemed to comply with the Listing Rules as amended from time to time. 40 Salt Lake Potash Limited ANNUAL REPORT 2018 14. RESERVES Share-based payments reserve (a) (i) Nature and Purpose of Reserves Share-based payments reserve Note 14(b) 2018 $ 2,105,886 2,105,886 2017 $ 821,824 821,824 The share-based payments reserve is used to record the fair value of Unlisted Options, Performance Rights and Performance Shares issued by the Group. (b) Movements in the share-based payments reserve during the past two years were as follows: Number of Performance Rights Number of Performance Shares Number of Unlisted Options $ Opening Balance 4,100,000 22,500,000 2,500,000 821,824 01-Jul-17 23-Sep-17 28-Nov-17 22-Dec-17 22-Dec-17 Performance Rights forfeited (1,000,000) Issue of unlisted options Issue of unlisted options - - Issue of Performance Rights 2,300,000 - - - - - - 1,100,000 800,000 - - - - - - 1,284,062 Jul-17 to Jun-18 Share based payments expense - 30-Jun-18 Closing balance 5,400,000 22,500,000 4,400,000 2,105,886 01-Jul-16 22-Nov-16 01-Mar-17 09-Jun-17 20-Jun-17 30-Jun-17 Opening Balance Expiry of unlisted options Issue of Performance Rights Issue of Performance Rights Issue of Performance Rights Lapsed Performance Rights - - 3,000,000 200,000 1,000,000 (100,000) Jul-16 to Jun-17 Share based payments expense - 22,500,000 2,705,443 240,848 - - - - - - (205,443) - - - - - - - - - - 580,976 30-Jun-17 Closing balance 4,100,000 22,500,000 2,500,000 821,824 (c) Terms and Conditions of Unlisted Options The Unlisted Options are granted based upon the following terms and conditions: Each Unlisted Option entitles the holder to the right to subscribe for one Ordinary Share upon the exercise of each Unlisted Option; The Unlisted Options outstanding at the end of the financial year have the following exercise prices and expiry dates: 750,000 Unlisted Options exercisable at $0.40 each on or before 29 April 2019; 750,000 Unlisted Options exercisable at $0.50 each on or before 29 April 2020; 1,000,000 Unlisted Options exercisable at $0.60 each on or before 29 April 2021; 250,000 Unlisted Options exercisable at $0.40 each on or before 30 June 2021; 500,000 Unlisted Options exercisable at $0.50 each on or before 30 June 2021; 750,000 Unlisted Options exercisable at $0.60 each on or before 30 June 2021; and 400,000 Unlisted Options exercisable at $0.70 each on or before 30 June 2021. Salt Lake Potash Limited ANNUAL REPORT 2018 41 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 14. RESERVES (Continued) (c) Terms and Conditions of Unlisted Options (Continued) The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied (if applicable); Ordinary Shares issued on exercise of the Unlisted Options rank equally with the then Ordinary Shares of the Company; Application will be made by the Company to ASX and to the AIM market of the London Stock Exchange for official quotation of the Ordinary Shares issued upon the exercise of the Unlisted Options; If there is any reconstruction of the issued share capital of the Company, the rights of the Unlisted Option holders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction; and No application for quotation of the Unlisted Options will be made by the Company. (d) Terms and Conditions of Performance Shares The Convertible Performance Shares (Performance Shares) were granted as part of the consideration to acquire Australia Salt Lake Potash Pty Ltd on the following terms and conditions: Each Performance Share will convert into one Ordinary Share upon the satisfaction, prior to the Expiry Date, of the respective Milestone: - - - 5,000,000 Performance Shares subject to Class A Milestone: The announcement by the Company to ASX of the results of a positive Pre-feasibility Study on all or part of the Project Licences; 7,500,000 Performance Shares subject to Class B Milestone: The announcement by the Company to ASX of the results of a positive Definitive Feasibility Study on all or part of the Project Licences; and 10,000,000 Performance Shares subject to Class C Milestone: The commencement of construction activities for a mining operation on all or part of the Project Licences (including the commencement of ground breaking for the construction of infrastructure and/or processing facilities) following a final investment decision by the Board as per the project development schedule and budget in accordance with the Definitive Feasibility Study, within five years from the date of issue. Expiry Date means: - in relation to the Class A Performance Shares, 31 December 2018 (amended following Shareholder approval on 11 June 2018); in relation to the Class B Performance Shares, 31 December 2019 (amended following Shareholder approval on 11 June 2018); and in relation to the Class C Performance Shares, 5 years from the date of issue (12 June 2020); - - If the Milestone for a Performance Share is not met by the Expiry Date, the total number of the relevant class of Performance Shares will convert into one Ordinary Share per holder; The Company shall allot and issue Ordinary Shares immediately upon conversion of the Performance Shares for no consideration; Ordinary Shares issued on conversion of the Performance Shares rank equally with the then Ordinary Shares of the Company; In the event of any reconstruction, consolidation or division into (respectively) a lesser or greater number of securities of the Ordinary Shares, the Performance Shares shall be reconstructed, consolidated or divided in the same proportion as the Ordinary Shares are reconstructed, consolidated or divided and, in any event, in a manner which will not result in any additional benefits being conferred on the Performance Shareholders which are not conferred on the Ordinary Shareholders; The Performance Shareholders shall have no right to vote, subject to the Corporations Act; No application for quotation of the Performance Shares will be made by the Company; and The Performance Shares are not transferable. 42 Salt Lake Potash Limited ANNUAL REPORT 2018 (e) Terms and Conditions of Performance Rights The Performance Rights are granted based upon the following terms and conditions: Each Performance Right automatically converts into one Ordinary Share upon vesting of the Performance Right; Each Performance Right is subject to performance conditions (as determined by the Board from time to time) which must be satisfied in order for the Performance Right to vest; The Performance Rights have the following expiry dates: - - - - 1,350,000 Performance Rights subject to the PFS Milestone expiring on 31 December 2018 (amended following Shareholder approval on 11 June 2018); 1,350,000 Performance Rights subject to the BFS Milestone expiring on 31 December 2019 (amended following Shareholder approval on 11 June 2018); 1,350,000 Performance Rights subject to the Construction Milestone expiring on 30 June 2020; and 1,350,000 Performance Rights subject to the Production Milestone expiring on 30 June 2021. Ordinary Shares issued on conversion of the Performance Rights rank equally with the then Ordinary Shares of the Company; Application will be made by the Company to ASX AIM market of the London Stock Exchange for official quotation of the Ordinary Shares issued upon conversion of the Performance Rights; If there is any reconstruction of the issued share capital of the Company, the rights of the Performance Right holders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction; and No application for quotation of the Performance Rights will be made by the Company. 15. STATEMENT OF CASH FLOWS (a) Reconciliation of the Loss after Tax to the Net Cash Flows from Operations Net loss for the year (11,327,108) (9,200,509) 2018 $ 2017 $ Adjustment for non-cash income and expense items Depreciation of plant and equipment Share based payment expense Gain on disposal of controlled entity Shares issued in lieu of fees Change in operating assets and liabilities (Increase)/decrease in trade and other receivables Increase in trade and other payables Increase in provisions 75,031 1,284,062 - 18,476 37,088 580,976 (454,468) 86,400 84,784 280,212 38,281 (173,475) 693,100 7,469 Net cash outflow from operating activities (9,546,262) (8,423,419) Salt Lake Potash Limited ANNUAL REPORT 2018 43 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 16. EARNINGS PER SHARE The following reflects the income and share data used in the calculations of basic and diluted earnings per share: Net loss attributable to the owners of the Company used in calculating basic and diluted earnings per share 30 June 2018 $ 30 June 2017 $ (11,327,108) (9,200,509) Number of Shares 2018 Number of Shares 2017 Weighted average number of ordinary shares used in calculating basic and diluted earnings per share 175,043,958 139,217,150 (a) Non-Dilutive Securities As at balance date, 4,400,000 Unlisted Options (which represent 4,400,000 potential Ordinary Shares), 22,500,000 Performance Shares (which represent 22,500,000 potential Ordinary Shares) and 5,400,000 Performance Rights (which represent 5,400,000 potential Ordinary Shares) were considered non-dilutive as they would decrease the loss per share. (b) Conversions, Calls, Subscriptions or Issues after 30 June 2018 No securities have been issued since 30 June 2018. There have been no other conversions to, calls of, or subscriptions for Ordinary Shares or issues of potential Ordinary Shares since the reporting date and before the completion of this financial report. 17. RELATED PARTIES (a) Subsidiaries Name Ultimate parent entity: Salt Lake Potash Limited Subsidiaries of Salt Lake Potash Limited Australia Salt Lake Potash Pty Ltd (ASLP) Subsidiary of ASLP Piper Preston Pty Ltd Peak Coal Pty Ltd (i) Peak Coal was deregistered in April 2018. Country of Incorporation Australia Australia Australia Australia (b) Ultimate Parent Salt Lake Potash Limited is the ultimate parent of the Group. (c) Transactions with Related Parties % Equity Interest 2018 % 2017 % 100 100 -(i) 100 100 100 Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Transactions with Key Management Personnel, including remuneration, are included at Note 18. 44 Salt Lake Potash Limited ANNUAL REPORT 2018 18. KEY MANAGEMENT PERSONNEL (a) Details of Key Management Personnel The KMP of the Group during or since the end of the financial year were as follows: Directors Mr Ian Middlemas Mr Matthew Syme Mr Mark Pearce Mr Bryn Jones Mr Mark Hohnen Other KMP Mr David Maxton Mr Clint McGhie Mr Grant Coyle Mr Sam Cordin Chairman Chief Executive Officer Non-Executive Director Non-Executive Director Non-Executive Director (resigned 1 December 2017) Chief Operating Officer (appointed 12 April 2018) Chief Financial Officer and Company Secretary (appointed 10 August 2018) Business Development Manager (appointed 16 July 2018) Chief Financial Officer and Company Secretary (resigned 10 August 2018) Unless otherwise disclosed, the KMP held their position from 1 July 2017 until the date of this report. Short-term employee benefits Post-employment benefits Share-based payments Total compensation (b) Loans from Key Management Personnel 2018 $ 726,607 49,875 595,394 2017 $ 591,898 52,928 556,016 1,371,876 1,200,842 No loans were provided to or received from Key Management Personnel during the year ended 30 June 2018 (2017: Nil). (c) Other Transactions Apollo Group Pty Ltd, a Company of which Mr Mark Pearce is a Director and beneficial shareholder, was paid or is payable $150,000 (2017: $150,000) for the provision of serviced office facilities, corporate and administration services for the year ended 30 June 2018. The amount is based on a monthly retainer due and payable in advance, with no fixed term, and is able to be terminated by either party with one month’s notice. At 30 June 2018, $25,000 (2017: $12,500) was included as a current liability in the Statement of Financial Position. Salt Lake Potash Limited ANNUAL REPORT 2018 45 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 19. PARENT ENTITY DISCLOSURES (a) Financial Position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Contributed equity Accumulated losses Reserves Total equity (b) Financial Performance Loss for the year Total comprehensive loss (c) Other information 2018 $ 2017 $ 5,929,459 2,106,089 8,035,548 15,738,697 2,027,221 17,765,918 1,689,818 1,430,620 38,992 - 1,728,810 1,430,620 123,501,153 123,484,561 (119,300,301) (107,971,087) 2,105,886 6,306,738 821,824 16,335,298 (11,329,214) (10,366,123) (11,329,214) (10,366,123) The Company has not entered into any guarantees in relation to its subsidiaries. Refer to Note 23 for details of contingent assets and liabilities. 20. SHARE-BASED PAYMENTS (a) Recognised Share-based Payment Expense From time to time, the Group provides incentive Unlisted Options and Performance Rights to officers, employees, consultants and other key advisors as part of remuneration and incentive arrangements. The number of options or rights granted, and the terms of the options or rights granted are determined by the Board. Shareholder approval is sought where required. In the current and prior year, the Company has also granted shares in lieu of payments to a consultant in accordance with the terms of engagement. 46 Salt Lake Potash Limited ANNUAL REPORT 2018 During the past two years, the following equity-settled share-based payments have been recognised: 2018 $ 2017 $ Expenses arising from equity-settled share-based payment transactions relating incentive options and performance rights 1,284,062 580,976 Expenses arising from equity-settled share-based payment transactions to suppliers and consultants Total share-based payments recognised during the year 18,476 1,302,538 86,400 667,376 (b) Summary of Unlisted Options and Performance Rights Granted as Share-based Payments The following Unlisted Options and Performance Rights were granted as share-based payments during the past two years: Series Issuing Entity Security Type Number Grant Date Expiry Date Exercise Price Grant Date Fair Value $ $ 2018 Series 20 Salt Lake Potash Limited Options 250,000 22-Nov-17 30-Jun-21 Series 21 Salt Lake Potash Limited Options 350,000 22-Nov-17 30-Jun-21 Series 22 Salt Lake Potash Limited Options 500,000 22-Nov-17 30-Jun-21 Series 23 Salt Lake Potash Limited Options 150,000 15-Dec-17 30-Jun-21 Series 24 Salt Lake Potash Limited Options 250,000 15-Dec-17 30-Jun-21 Series 25 Salt Lake Potash Limited Options 400,000 15-Dec-17 30-Jun-21 0.40 0.50 0.60 0.50 0.60 0.70 Series 26 Salt Lake Potash Limited Rights 575,000 15-Dec-17 30-Jun-18 Series 27 Salt Lake Potash Limited Rights 575,000 15-Dec-17 30-Jun-19 Series 28 Salt Lake Potash Limited Rights 575,000 15-Dec-17 30-Jun-20 Series 29 Salt Lake Potash Limited Rights 575,000 15-Dec-17 30-Jun-21 2017 Series 4 Salt Lake Potash Limited Rights 550,000 30-Nov-16 30-Jun-18 Series 5 Salt Lake Potash Limited Rights 550,000 30-Nov-16 30-Jun-19 Series 6 Salt Lake Potash Limited Rights 550,000 30-Nov-16 30-Jun-20 Series 7 Salt Lake Potash Limited Rights 550,000 30-Nov-16 30-Jun-21 Series 8 Salt Lake Potash Limited Rights 200,000 07-Feb-17 30-Jun-18 Series 9 Salt Lake Potash Limited Rights 200,000 07-Feb-17 30-Jun-19 Series 10 Salt Lake Potash Limited Rights 200,000 07-Feb-17 30-Jun-20 Series 11 Salt Lake Potash Limited Rights 200,000 07-Feb-17 30-Jun-21 Series 12 Salt Lake Potash Limited Series 13 Salt Lake Potash Limited Series 14 Salt Lake Potash Limited Series 15 Salt Lake Potash Limited Rights Rights Rights Rights 50,000 08-Jun-17 30-Jun-18 50,000 08-Jun-17 30-Jun-19 50,000 08-Jun-17 30-Jun-20 50,000 08-Jun-17 30-Jun-21 Series 16 Salt Lake Potash Limited Rights 250,000 08-Jun-17 30-Jun-18 Series 17 Salt Lake Potash Limited Rights 250,000 08-Jun-17 30-Jun-19 Series 18 Salt Lake Potash Limited Rights 250,000 08-Jun-17 30-Jun-20 Series 19 Salt Lake Potash Limited Rights 250,000 08-Jun-17 30-Jun-21 - - - - - - - - - - - - - - - - - - - - 0.284 0.256 0.233 0.228 0.207 0.188 0.486 0.486 0.486 0.486 0.506 0.506 0.506 0.506 0.543 0.543 0.543 0.543 0.428 0.428 0.428 0.428 0.412 0.412 0.412 0.412 Salt Lake Potash Limited ANNUAL REPORT 2018 47 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 20. SHARE-BASED PAYMENTS (Continued) (c) Summary of Unlisted Options and Performance Rights Granted as Share-based Payments The following table illustrates the number and weighted average exercise prices (WAEP) of Unlisted Options granted as share-based payments at the beginning and end of the financial year: Unlisted Options Outstanding at beginning of year Granted by the Company during the year 2018 Number 2,500,000 1,900,000 2018 WAEP $0.51 $0.57 2017 Number 2,705,443 - Forfeited/cancelled/lapsed/expired - - (205,443) Outstanding at end of year Exercisable at end of year 4,400,000 3,500,000 $0.53 $0.51 2,500,000 1,500,000 2017 WAEP $0.81 - $4.46 $0.51 $0.45 The outstanding balance of Unlisted Options as at 30 June 2018 is represented by: 750,000 Unlisted Options exercisable at $0.40 each on or before 29 April 2019; 750,000 Unlisted Options exercisable at $0.50 each on or before 29 April 2020; 1,000,000 Unlisted Options exercisable at $0.60 each on or before 29 April 2021;’ 250,000 Unlisted Options exercisable at $0.40 each on or before 30 June 2021; 500,000 Unlisted Options exercisable at $0.50 each on or before 30 June 2021; 750,000 Unlisted Options exercisable at $0.60 each on or before 30 June 2021; and 400,000 Unlisted Options exercisable at $0.70 each on or before 30 June 2021. The following table illustrates the number and weighted average exercise prices (WAEP) of Performance Rights granted as share-based payments at the beginning and end of the financial year: Performance Rights Outstanding at beginning of year 2018 Number 4,100,000 Granted by the Company during the year 2,300,000 Forfeited/cancelled/lapsed/expired Outstanding at end of year (1,000,000) 5,400,000 2018 WAEP - - - - 2017 Number - 4,200,000 (100,000) 4,100,000 2017 WAEP - - - - The outstanding balance of Performance Rights as at 30 June 2018 is represented by: 1,350,000 Performance Rights subject to the PFS Milestone expiring on 31 December 2018 (amended following Shareholder approval on 12 June 2018); 1,350,000 Performance Rights subject to the BFS Milestone expiring on 31 December 2019 (amended following Shareholder approval on 12 June 2018); 1,350,000 Performance Rights subject to the Construction Milestone expiring on 30 June 2020; and 1,350,000 Performance Rights subject to the Production Milestone expiring on 30 June 2021. (d) Weighted Average Remaining Contractual Life At 30 June 2018, the weighted average remaining contractual life of Unlisted Options on issue that had been granted as share-based payments was 2.39 years (2017: 2.93 years) and of Performance Rights on issue that had been granted as share-based payments was 1.75 years (2017: 2.5 years). (e) Range of Exercise Prices At 30 June 2018, the range of exercise prices of Unlisted Options on issue that had been granted as share-based payments was $0.40 to $0.70 (2017: $0.40 to $0.60). Performance Rights have no exercise price. 48 Salt Lake Potash Limited ANNUAL REPORT 2018 (f) Weighted Average Fair Value The weighted average fair value of Unlisted Options granted as share-based payments by the Group during the year ended 30 June 2018 was $0.231 (2017: nil) and of Performance Rights granted as share-based payments was $0.486 (2017: $0.496). (g) Option and Performance Right Pricing Models The fair value of the equity-settled share options granted is estimated as at the date of grant using the Binomial option valuation model taking into account the terms and conditions upon which the Unlisted Options were granted. The fair value of Performance Rights granted is estimated as at the date of grant based on the underlying share price (being the five day volume weighted average share price prior to issuance). The table below lists the inputs to the valuation model used for share options and Performance Rights granted by the Group in the current and prior year: 2018 Inputs Options Series 20 Series 21 Series 22 Series 23 Series 24 Series 25 Exercise price Grant date share price Dividend yield 1 Volatility 2 Risk-free interest rate 0.40 0.50 - 70% 1.99% 0.50 0.50 - 70% 1.99% 0.60 0.50 - 70% 1.99% 0.50 0.465 - 70% 2.16% 0.60 0.465 - 70% 2.16% 0.70 0.465 - 70% 2.16% Grant date 22-Nov-17 22-Nov-17 22-Nov-17 15-Dec-17 15-Dec-17 15-Dec-17 Expiry date Expected life of option 3 Fair value at grant date 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 30-Jun-21 3.61 0.284 3.61 0.256 3.61 0.233 3.54 0.228 3.54 0.207 3.54 0.188 Notes: 1 The dividend yield reflects the assumption that the current dividend payout will remain unchanged. 2 The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. 3 The expected life of the options is based on the expiry date of the options as there is limited track record of the early exercise of options. Inputs Performance Rights Exercise price Grant date share price Grant date Expiry date Expected life of right 1 Fair value at grant date 2 Series 26 Series 27 Series 28 Series 29 - $0.465 15-Dec-17 30-Jun-18 3 0.5 years $0.486 - $0.465 15-Dec-17 30-Jun-19 4 1.5 years $0.486 - $0.465 15-Dec-17 30-Jun-20 2.5 years $0.486 - $0.465 15-Dec-17 30-Jun-21 3.5 years $0.486 Notes: 1 The expected life of the Performance Rights is based on the expiry date of the performance rights as there is limited track record of the early conversion of performance rights. 2 The fair value of Performance Rights granted is estimated as at the date of grant based on the underlying share price (being the five day volume weighted average share price prior to issuance). 3 Subsequent to grant, the expiry date was amended to 31 December 2018 following Shareholder approval on 11 June 2018. This has no impact on the fair value of the securities, however the period that the expense is being recognised over has been modified. 4 Subsequent to grant, the expiry date was amended to 31 December 2019 following Shareholder approval on 11 June 2018. This has no impact on the fair value of the securities, however the period that the expense is being recognised over has been modified. Salt Lake Potash Limited ANNUAL REPORT 2018 49 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 20. SHARE-BASED PAYMENTS (Continued) (g) Option and Performance Right Pricing Models (Continued) 2017 Inputs Exercise price Grant date share price Grant date Expiry date Expected life of right 1 Fair value at grant date 2 Inputs Exercise price Grant date share price Grant date Expiry date Expected life of right 1 Fair value at grant date 2 Inputs Exercise price Grant date share price Grant date Expiry date Expected life of right 1 Fair value at grant date 2 Inputs Exercise price Grant date share price Grant date Expiry date Expected life of right 1 Fair value at grant date 2 Series 4 Series 5 Series 6 Series 7 - $0.51 30-Nov-16 30-Jun-18 1.6 years $0.506 - $0.51 30-Nov-16 30-Jun-19 2.6 years $0.506 - $0.51 30-Nov-16 30-Jun-20 3.6 years $0.506 - $0.51 30-Nov-16 30-Jun-21 4.6 years $0.506 Series 8 Series 9 Series 10 Series 11 - $0.53 07-Feb-17 30-Jun-18 1.3 years $0.577 - $0.53 07-Feb-17 30-Jun-19 2.3 years $0.577 - $0.53 07-Feb-17 30-Jun-20 3.3 years $0.577 - $0.53 07-Feb-17 30-Jun-21 4.3 years $0.577 Series 12 Series 13 Series 14 Series 15 - $0.43 08-Jun-17 30-Jun-18 1.1 years $0.431 - $0.43 08-Jun-17 30-Jun-19 2.1 years $0.431 - $0.43 08-Jun-17 30-Jun-20 3.1 years $0.431 - $0.43 08-Jun-17 30-Jun-21 4.1 years $0.431 Series 16 Series 17 Series 18 Series 19 - $0.41 08-Jun-17 30-Jun-18 1.0 years $0.431 - $0.41 08-Jun-17 30-Jun-19 2.0 years $0.431 - $0.41 08-Jun-17 30-Jun-20 3.0 years $0.431 - $0.41 08-Jun-17 30-Jun-21 4.0 years $0.431 Notes: 1 The expected life of the Performance Rights is based on the expiry date of the performance rights as there is limited track record of the early conversion of performance rights. 2 The fair value of Performance Rights granted is estimated as at the date of grant based on the underlying share price (being the five day volume weighted average share price prior to issuance). 50 Salt Lake Potash Limited ANNUAL REPORT 2018 21. AUDITORS’ REMUNERATION The auditor of Salt Lake Potash Limited is Ernst and Young. Amounts received or due and receivable by Ernst and Young for: an audit or review of the financial report of the entity and any other entity in the consolidated group tax and other advisory services 2018 $ 25,000 8,188 33,188 2017 $ 25,000 5,000 30,000 22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (a) Overview The Group's principal financial instruments comprise receivables, payables, finance leases, cash and short-term deposits. The main risks arising from the Group's financial instruments are credit risk, liquidity risk and interest rate risk. This note presents information about the Group's exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have been no significant changes since the previous financial year to the exposure or management of these risks. The Group manages its exposure to key financial risks in accordance with the Group's financial risk management policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and policies are revised as required. The overall objective of the Group's financial risk management policy is to support the delivery of the Group's financial targets whilst protecting future financial security. Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows, the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the Group's policy is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the Group's operations change, the Directors will review this policy periodically going forward. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing the Group's financial risks as summarised below. (b) Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other receivables. There are no significant concentrations of credit risk within the Group. The carrying amount of the Group's financial assets represents the maximum credit risk exposure, as represented below: Financial assets Cash and cash equivalents Trade and other receivables 2018 $ 2017 $ 5,709,446 15,596,759 227,273 300,058 5,936,719 15,896,817 With respect to credit risk arising from cash and cash equivalents, the Group's exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Where possible, the Group invests its cash and cash equivalents with banks that are rated the equivalent of investment grade and above. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Salt Lake Potash Limited ANNUAL REPORT 2018 51 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 (Continued) 22. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Continued) (b) Credit Risk (Continued) The Group does not have any significant customers and accordingly does not have significant exposure to bad or doubtful debts. Trade and other receivables comprise interest accrued and GST refunds due. Where possible the Consolidated Entity trades only with recognised, creditworthy third parties. Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. At 30 June 2018, none (2017 none) of the Group’s receivables are past due. (c) Liquidity Risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity to meet its liabilities when due. At 30 June 2018 and 2017, the Group had sufficient liquid assets to meet its financial obligations. The contractual maturities of financial liabilities, including estimated interest payments, are provided below. There are no netting arrangements in respect of financial liabilities. ≤6 Months $ 6-12 Months $ 1-5 Years ≥5 Years Total $ $ $ 2018 Group Financial Liabilities Finance lease Trade and other payables 2017 Group Financial Liabilities Finance lease Trade and other payables (d) Interest Rate Risk 5,914 5,915 38,992 1,620,527 1,626,441 - - 5,915 38,992 5,914 5,914 50,821 1,348,791 1,354,705 - - 5,914 50,821 - - - - - - 50,821 1,620,527 1,671,348 62,649 1,348,791 1,411,440 The Group does not have any long-term borrowing or long term deposits, which would expose it to significant cash flow interest rate risk. The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk. (e) Capital Management The Group defines its Capital as total equity of the Group, being $7,019,989 as at 30 June 2018 (2017: $17,046,443). The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while financing the development of its projects through primarily equity based financing. The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Given the stage of development of the Group, the Board's objective is to minimise debt and to raise funds as required through the issue of new shares. The Group is not subject to externally imposed capital requirements. There were no changes in the Group's approach to capital management during the year. During the next 12 months, the Group will continue to explore project financing opportunities, primarily consisting of additional issues of equity. 52 Salt Lake Potash Limited ANNUAL REPORT 2018 (f) Fair Value The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise: Level 1 – the fair value is calculated using quoted prices in active markets. Level 2 – the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market data. At 30 June 2018 and 30 June 2017, the carrying value of the Group’s financial assets and liabilities approximate their fair value. 23. CONTINGENT ASSETS AND LIABILITIES (i) Contingent Assets As at the date of this report, no contingent assets had been identified in relation to the 30 June 2018 financial year. (ii) Contingent Liability As at the date of this report, no contingent liabilities had been identified in relation to the 30 June 2018 financial year. 24. COMMITMENTS Management have identified the following material commitments for the consolidated group as at 30 June 2018 and 30 June 2017: Exploration commitments Within one year Later than one year but not later than five years 2018 $ 2017 $ 1,896,500 1,061,000 - - 1,896,500 1,061,000 25. EVENTS SUBSEQUENT TO BALANCE DATE (i) (ii) Announced the results from a Scoping Study on the Lake Wells project which confirmed its potential to produce low cost SOP by solar evaporation of lake brines for domestic and international fertiliser markets; and On 10 August 2018, the Company appointed Mr Clint McGhie as Company Secretary and Chief Financial Officer following the resignation of Mr Sam Cordin. Other than as above, as at the date of this report there are no matters or circumstances which have arisen since 30 June 2018 that have significantly affected or may significantly affect: the operations, in financial years subsequent to 30 June 2018, of the Consolidated Entity; the results of those operations, in financial years subsequent to 30 June 2018, of the Consolidated Entity; or the state of affairs, in financial years subsequent to 30 June 2018, of the Consolidated Entity. Salt Lake Potash Limited ANNUAL REPORT 2018 53 DIRECTORS DECLARATION In accordance with a resolution of the Directors of Salt Lake Potash Limited: 1. In the opinion of the Directors: (a) the attached financial statements, notes and the additional disclosures included in the Directors' report designated as audited, are in accordance with the Corporations Act 2001, including: (i) (ii) section 296 (compliance with accounting standards and Corporations Regulations 2001); and section 297 (gives a true and fair view of the financial position as at 30 June 2018 and of the performance for the year ended on that date of the consolidated group); and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. 3. The attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 1(b) to the financial statements. The Directors have been given a declaration required by section 295A of the Corporations Act 2001 for the financial year ended 30 June 2018. On behalf of the Board MATTHEW SYME CEO 28 September 2018 54 Salt Lake Potash Limited ANNUAL REPORT 2018 INDEPENDENT AUDITORS REPORT (cid:3) Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843 Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au Independent auditor’s report to the members of Salt Lake Potash Limited Opinion We have audited the financial report of Salt Lake Potash Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2018, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements, including a summary of significant accounting policies, and the Directors' declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a) Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2018 and of its consolidated financial performance for the year ended on that date b) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1(a) in the financial report, which indicates that in order for the Group to continue to progress both the Demonstration Plant at Lake Way and ongoing studies for the wider Goldfields Salt Lakes Project, the Company will be required to raise additional capital. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation TH:CT:SLP:007 Salt Lake Potash Limited ANNUAL REPORT 2018 55 (cid:3) INDEPENDENT AUDITORS REPORT (Continued) (cid:3) (cid:3) We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. 1. Exploration and evaluation assets Why significant How our audit addressed the KAM As disclosed in Note 10 as at 30 June 2018, the Group held exploration and evaluation expenditure assets of $2,276,736. The carrying value of exploration and evaluation expenditure assets are assessed for impairment by the Group when facts and circumstances indicate that the exploration and evaluation assets may exceed their recoverable amount. The determination as to whether there are any indicators to require an exploration and evaluation asset to be assessed for impairment, involves a number of judgements including whether the Group has tenure, will be able to perform ongoing expenditure and whether there is sufficient information for a decision to be made that the area of interest is not commercially viable. During the year, the Group determined that there had been no indicators of impairment. In performing our procedures, we: • Considered the Group’s right to explore in the relevant exploration area, which included obtaining and assessing supporting documentation such as license agreements and correspondence with relevant government agencies • Considered the Group’s intention to carry out further exploration and evaluation activity in the relevant exploration area, which included an assessment of the Group’s cash flow forecast model and discussions with senior management as to the intentions and strategy of the Group • Assessed recent exploration and evaluation activity in the relevant licence area to determine if there are any negative indicators that would suggest a potential impairment of the asset • Considered whether the exploration activities within each area of interest have reached a stage where the determination of commercially viable resource estimates could be made • Assessed the adequacy of the disclosure included in the financial report. 2. Share-based payments Why significant How our audit addressed the KAM As disclosed in Note 20, in the current year, the Group granted share-based payment awards in the form of performance rights and options. The awards vest subject to the achievement of vesting conditions. In determining the share-based payments expense, the Group uses assumptions in respect of the achievement of future non- market performance conditions. Due to the complexity and judgemental estimates used in determining the valuation of the share-based payments and vesting period, we considered the Group’s calculation of the share-based payments expense to be a key audit matter. For awards granted or vesting during the year, in performing our procedures, we: • Assessed the assumptions used in the fair value calculation including the share price of the underlying equity, grant date and other key assumptions • Assessed the vesting period assumptions and probability of achievement • Assessed the adequacy of the disclosure included in the financial report. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation TH:CT:SLP:007 56 Salt Lake Potash Limited ANNUAL REPORT 2018 (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Information other than the financial report and auditor’s report thereon The Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation TH:CT:SLP:007 Salt Lake Potash Limited ANNUAL REPORT 2018 57 INDEPENDENT AUDITORS REPORT (Continued) (cid:3) (cid:3) • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors • Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated to the Directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 14 to 20 of the Directors' report for the year ended 30 June 2018. In our opinion, the Remuneration Report of Salt Lake Potash Limited for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation TH:CT:SLP:007 58 Salt Lake Potash Limited ANNUAL REPORT 2018 (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Ernst & Young T S Hammond Partner Perth 28 September 2018 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation TH:CT:SLP:007 Salt Lake Potash Limited ANNUAL REPORT 2018 59 CORPORATE GOVERANCE INDEPENDENT AUDITORS REPORT (Continued) The Company believes corporate governance is a critical pillar on which business objectives and, in turn, shareholder value must be built. The Board of Salt Lake has adopted a suite of charters and key corporate governance documents which articulate the policies and procedures followed by the Company. These documents are available the Company’s website, www.saltlakepotash.com.au/corporate-governance/.These documents are reviewed at least annually to address any changes in governance practices and the law. the Corporate Governance section of in The Company’s 2018 Corporate Governance Statement, which is current as at 30 June 2018 and has been approved by the Company’s Board, explains how Salt Lake complies with the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 3rd Edition’ in relation to the year ended 30 June 2018. The Corporate Governance Statement is available in the Corporate Governance section of the Company’s website, www.saltlakepotash.com.au/corporate-governance/ and will be lodged with ASX (and other exchanges the Company has a listing on) together with an Appendix 4G at the same time that this Annual Report is lodged. In addition to the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 3rd Edition’ the Board has taken into account a number of important factors in determining its corporate governance policies and procedures; including the: relatively simple operations of the Company, which currently only undertakes mineral exploration and development activities; cost verses benefit of additional corporate governance requirements or processes; size of the Board; Board’s experience in the resources sector; organisational reporting structure and number of reporting functions, operational divisions and employees; relatively simple financial affairs with limited complexity and quantum; relatively small market capitalisation and economic value of the entity; and direct shareholder feedback. 60 Salt Lake Potash Limited ANNUAL REPORT 2018 ASX ADDITIONAL INFORMATION 1. TWENTY LARGEST HOLDERS OF LISTED SECURITIES The names of the twenty largest holders of listed securities as at 31 August 2018 are listed below: Name COMPUTERSHARE CLEARING PTY LTD ARREDO PTY LTD CITICORP NOMINEES PTY LIMITED PERSHING AUSTRALIA NOMINEES PTY LTD HOWITT MGMT PTY LTD HOPETOUN CONSULTING PTY LTD MR MARK STUART SAVAGE AWJ FAMILY PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED J P MORGAN NOMINEES AUSTRALIA LIMITED AROIDA INVESTMENTS PTY LTD MR NEIL DAVID IRVINE AEGEAN CAPITAL PTY LTD MR TERRY PATRICK COFFEY & HAWKES BAY NOMINEES LIMITED BELL POTTER NOMINEES LTD ROSEBERRY HOLDINGS PTY LTD APOLLO GROUP PTY LTD SUNSET CAPITAL MANAGEMENT PTY LTD VYNBEN PTY LTD D GRAY & CO PTY LTD Total Top 20 Others Total Ordinary Shares on Issue Number of Ordinary Shares Percentage of Ordinary Shares 43,433,570 11,000,000 8,804,536 8,016,017 4,620,000 4,500,000 3,600,000 3,020,000 3,006,923 2,720,100 2,439,636 2,307,493 2,237,749 2,230,064 2,018,721 2,000,000 2,000,000 1,800,000 1,725,498 1,610,000 113,090,307 61,959,289 175,049,596 24.81 6.28 5.03 4.58 2.64 2.57 2.06 1.73 1.72 1.55 1.39 1.32 1.28 1.27 1.15 1.14 1.14 1.03 0.99 0.92 64.60 35.40 100.00 2. DISTRIBUTION OF EQUITY SECURITIES An analysis of numbers of holders of listed securities by size of holding as at 31 August 2018 is listed below: Distribution 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 More than 100,000 Totals Ordinary Shares Number of Shareholders Number of Ordinary Shares 1,101 399 157 326 140 2,123 300,105 1,031,382 1,222,564 13,141,101 159,354,444 175,049,596 There were 1,135 holders of less than a marketable parcel of Ordinary Shares. Salt Lake Potash Limited ANNUAL REPORT 2018 61 ASX ADDITIONAL INFORMATION (Continued) 3. VOTING RIGHTS See Note 13(b) of the Notes to the Financial Statements. 4. SUBSTANTIAL SHAREHOLDERS Substantial holders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are as follows: Distribution Lombard Odier Asset Management (Europe) Limited Arredo Pty Ltd Number of Ordinary Shares 17,071,000 11,000,000 5. UNQUOTED SECURITIES Performance Shares Holder JBJF Management Pty Ltd Mr Aharon Arakel & Mrs Ida Arakel Howitt MGMT Pty Ltd Others (less than 20%) Total Total holders Performance Shares Subject to Pre-Feasibility Study Milestone (Class A) expiring 31-Dec-18 Performance Shares Subject to Definitive Feasibility Study Milestone (Class B) expiring 31-Dec-19 Performance Shares Subject to Construction Milestone (Class C) expiring 12-Jun-20 1,700,000 1,650,000 1,540,000 110,000 5,000,000 4 2,550,000 2,475,000 2,310,000 165,000 7,500,000 4 3,400,000 3,300,000 3,080,000 220,000 10,000,000 4 Unlisted Options Holder Hopetoun Consulting Pty Ltd JJB Advisory Limited Mr Sapan Ghai Mr Hannes Huster Others (less than 20%) Total Total holders Unlisted Options exercisable at $0.40 Unlisted Options exercisable at $0.50 Unlisted Options exercisable at $0.60 Unlisted Options exercisable at $0.40 29-Apr-19 29-Apr-20 29-Apr-21 30-Jun-21 Unlisted Options exercisable at $0.50 30-Jun-21 Unlisted Options exercisable at $0.60 30-Jun-21 Unlisted Options exercisable at $0.70 30-Jun-21 750,000 750,000 1,000,000 - - - - - - - - - - - - - - - 250,000 - - - 750,000 750,000 1,000,000 250,000 350,000 100,000 - 50,000 500,000 500,000 150,000 100,000 - 750,000 400,000 1 1 1 1 3 3 2 - - 250,000 150,000 - As at 31 August 2018, there are 5,400,000 Performance Rights issued under an employee incentive scheme. 6. ON-MARKET BUY BACK There is currently no on-market buyback program for any of Salt Lake Potash Limited's listed securities. 62 Salt Lake Potash Limited ANNUAL REPORT 2018 7. EXPLORATION INTERESTS Summary of Exploration and Mining Tenements held as at 31 August 2018 Project Status License Number Area (km2) Interest (%) Western Australia Lake Wells Lake Way Lake Ballard Lake Marmion Lake Irwin Lake Minigwal Lake Noondie Lake Barlee Lake Raeside Lake Austin Lake Moore Northern Territory Lake Lewis Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Application Granted Application Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Application Application Application Application Application Application Application Application Application Application Application Granted Granted E38/2710 E38/2821 E38/2824 E38/3055 E38/3056 E38/3057 E38/3124 L38/262 L38/263 L38/264 E38/3247 M38/1278 E53/1878 E53/1897 E29/912 E29/913 E29/958 E29/1011 E29/1020 E29/1021 E29/1022 E29/1000 E29/1001 E29/1002 E29/1005 E37/1233 E39/1892 E38/3087 E37/1261 E38/3113 E39/1955 E37/1260 E39/1956 E39/1893 E39/1894 E39/1962 E39/1963 E39/1964 E39/1965 E57/1062 E57/1063 E57/1064 E57/1065 E36/932 E77/2441 E30/495 E30/496 E37/1305 E21/205 E21/206 E58/529 E58/530 E58/531 E59/2340 E59/2341 E59/2342 E59/2343 E59/2344 E70/5195 EL 29787 EL 29903 192.2 131.5 198.2 298.8 3.0 301.9 39.0 113.0 28.6 32.6 350.3 87.5 217.0 77.5 607.0 73.2 30.0 68.2 9.3 27.9 43.4 167.4 204.6 186.0 68.2 203.0 203.0 139.2 107.3 203.0 118.9 203.0 110.2 246.2 158.1 369.0 93.0 99.0 89.9 217.0 217.0 55.8 120.9 108.5 173.6 217.0 217.0 155.0 117.8 192.2 213.9 217.0 96.1 217.0 217.0 217.0 201.5 217.0 124.0 146.4 125.1 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Salt Lake Potash Limited ANNUAL REPORT 2018 63 ASX ADDITIONAL INFORMATION (Continued) 8. MINERAL RESOURCES STATEMENT Salt Lake’s Mineral Resource Statement as at 30 June 2018 is grouped by deposit, all of which form part of the Lake Wells SOP in Western Australia. To date, no Ore Reserves have been reported for these deposits. Subsequent to 30 June 2018, the Company reported a Mineral Resource Estimate for Lake Way. The Lake Way Mineral Resource does not form part of this statement. Governance The Company engages external consultants and Competent Persons (as determined pursuant to the JORC Code 2012) to prepare and estimate the Mineral Resources. Management and the Board review these estimates and underlying assumptions for reasonableness and accuracy. The results of the Mineral Resource estimates are then reported in accordance with the requirements of the JORC Code 2012 and other applicable rules (including ASX Listing Rules). Where material changes occur during the year to the project, including the project’s size, title, exploration results or other technical information, previous resource estimates and market disclosures are reviewed for completeness. The Company reviews its Mineral Resources as at 30 June each year. A revised Mineral Resource estimate will be prepared as part of the annual review process where a material change has occurred in the assumptions or data used in previously reported Mineral Resources. However, there are circumstances where this may not be possible (e.g. an ongoing drilling programme), in which case a revised Mineral Resource estimate will be prepared and reported as soon as practicable. Results of Annual Review In November 2015, the Company reported its maiden JORC Mineral Resource estimate for the Lake Wells Project, totalling 29 million tonnes (Mt) of Sulphate of Potash (SOP) with approximately 80% in the ‘Measured’ category with excellent brine chemistry of 4,009 mg/L Potassium (K), 19,175 mg/L (SO4). The resource was calculated only on the upper 16 metres of the Lake, with mineralisation remaining open at depth across most of the Lake. In February 2016, an expanded Mineral Resource Estimate (MRE) was calculated at Lake Wells totalling 80-85 million tonnes of SOP. This represents an additional 51-56 Mt of Inferred Resource calculated in the strata below the previously reported shallow Resource of 29 Mt. During the year ended 30 June 2018, the Company continued exploration and development activities for Lake Wells including surface aquifer characterisation (test pits and trenches), deep aquifer exploration, long term pump testing, evaporation pond trials and process testwork. In addition, in March 2018, the Company released an initial estimate of Exploration Targets for eight of the nine lakes comprising the GSLP. The ninth lake, Lake Wells (as discussed above) already has a Mineral Resource reported in accordance with the JORC code. The total “stored” Exploration Target for the GSLP is 290Mt – 458Mt of contained SOP, with an average SOP grade of 4.4 – 7.1kg/m3 (including Lake Wells’ Mineral Resource of 80-85Mt). On a “drainable” basis the total Exploration Target ranges from 26Mt – 153Mt of SOP. The total playa area of the lakes is approximately 3,312km2. The potential quantity and grade of this Exploration Target is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource. As a result of the annual review of the Company’s Mineral Resources, there has been no change to the Mineral Resources reported for the Lake Wells Project in February 2016 as at 30 June 2018. Total Mineral Resource Estimate Classification Geological Unit Bulk Volume (Million m3) Porosity Brine Volume (Million m3) Average SOP1 (K2SO4) Concentration (kg/m3) K2SO4 Tonnage (Mt) Measured Playa Lake Sediments Indicated Playa Lake Sediments Inferred Playa Lake Sediments (Islands) 5,427 775 1,204 0.464 0.464 0.464 2,518 359 558 Inferred Paleovalley Sediment 10,600 0.40 4,240 Inferred Fractured Siltstone Aquifer 6,717 0.22-.30 1,478 - 2,015 8.94 8.49 5.34 9.07 8.79 23 3 3 38 13-18 64 Salt Lake Potash Limited ANNUAL REPORT 2018 8. MINERAL RESOURCES STATEMENT (Continued) Competent Person Statement – Mineral Resource Statement The information in this Mineral Resource Statement that relates to Mineral Resources is based on, and fairly represents, information compiled by Mr Ben Jeuken, a Competent Person, who is a member Australian Institute of Mining and Metallurgy. Mr Jeuken is employed by Groundwater Science Pty Ltd, an independent consulting company. Mr Jeuken has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity, which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Jeuken has approved the Mineral Resource Statement as a whole and consents to its inclusion in the form and context in which it appears. 9. COMPETENT PERSONS STATEMENTS The information in this report that relates to the Lake Way Mineral Resource is extracted from the report entitled ‘Scoping Study for Low Capex, High Margin Demonstration Plant at Lake Way’ dated 31 July 2018. This announcement is available to view on www.saltlakepotash.com.au. The information in the original ASX Announcement that related to Mineral Resources was based on, and fairly represents, information compiled by Mr Ben Jeuken, who is a member Australian Institute of Mining and Metallurgy and a member of the International Association of Hydrogeologists. Mr Jeuken is employed by Groundwater Science Pty Ltd, an independent consulting company. Mr Jeuken has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity, which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Salt Lake Potash Limited confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. Salt Lake Potash Limited confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. The information in this report that relates to the Lake Wells Mineral Resource is extracted from the reports entitled ‘Lake Wells Resource Increased by 193% to 85Mt of SOP’ dated 22 February 2016 and ‘Significant Maiden SOP Resource of 29Mt at Lake Wells’ dated 11 November 2015. These announcements are available to view on www.saltlakepotash.com.au. The information in the original ASX Announcements that related to Mineral Resources was based on, and fairly represents, information compiled by Mr Ben Jeuken, who is a member Australian Institute of Mining and Metallurgy and a member of the International Association of Hydrogeologists. Mr Jeuken is employed by Groundwater Science Pty Ltd, an independent consulting company. Mr Jeuken has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity, which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Salt Lake Potash Limited confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources, that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. Salt Lake Potash Limited confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. The information in this report that relates to Exploration Targets is extracted from the report entitled ‘Exploration Targets Reveal World Class Scale Potential’ dated 28 March 2018 The information in the original ASX Announcement that related to Exploration Targets or Mineral Resources is based on information compiled by Mr Ben Jeuken, who is a member Australian Institute of Mining and Metallurgy. Mr Jeuken is employed by Groundwater Science Pty Ltd, an independent consulting company. Mr Jeuken has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity, which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Jeuken consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcement. Salt Lake Potash Limited ANNUAL REPORT 2018 65 ASX ADDITIONAL INFORMATION (Continued) 10. PRODUCTION TARGET The Lake Way Demonstration Plant Production Target stated in this report is based on the Company’s Scoping Study as released to the ASX on 31 July 2018. The information in relation to the Production Target that the Company is required to include in a public report in accordance with ASX Listing Rule 5.16 and 5.17 was included in the Company’s ASX Announcement released on 31 July 2018. The Company confirms that the material assumptions underpinning the Production Target referenced in the 31 July 2018 release continue to apply and have not materially changed. The Lake Wells Production Target stated in this report is based on the Company’s Scoping Study as released to the ASX on 29 August 2016. The information in relation to the Production Target that the Company is required to include in a public report in accordance with ASX Listing Rule 5.16 and 5.17 was included in the Company’s ASX Announcement released on 29 August 2016. The Company confirms that the material assumptions underpinning the Production Target referenced in the 29 August 2016 release continue to apply and have not materially changed. 11. FORWARD LOOKING STATEMENTS This report contains ‘forward-looking information’ that is based on the Company’s expectations, estimates and projections as of the date on which the statements were made. This forward-looking information includes, among other things, statements with respect to pre-feasibility and definitive feasibility studies, the Company’s business strategy, plans, development, objectives, performance, outlook, growth, cash flow, projections, targets and expectations, mineral reserves and resources, results of exploration and related expenses. Generally, this forward- looking information can be identified by the use of forward-looking terminology such as ‘outlook’, ‘anticipate’, ‘project’, ‘target’, ‘potential’, ‘likely’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘would’, ‘could’, ‘should’, ‘scheduled’, ‘will’, ‘plan’, ‘forecast’, ‘evolve’ and similar expressions. Persons reading this news release are cautioned that such statements are only predictions, and that the Company’s actual future results or performance may be materially different. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to the risk factors set out in Schedule 2 of the Company’s Notice of General Meeting and Explanatory Memorandum dated 8 May 2015. 66 Salt Lake Potash Limited ANNUAL REPORT 2018 ASX/AIM: SO4 Level 9, BGC Centre 28 The Esplanade, Perth WA 6000, Australia Tel. +61 8 9322 6322Email: info@saltlakepotash.com.auSALTLAKEPOTASH.COM.AUSALT LAKE POTASH LTD 2018 ANNUAL REPORTANNUAL REPORTGROW WITH US.
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