24 Nov

Revised Securities Trading Policy

Page 1 of 2 ASX Release: 24 November 2021 Revised Securities Trading Policy I n accordance with ASX Listin g Rule 12. 10 , Danakali Limited (ASX: DNK) ( Danakali, the Company ) adv ises that it has amended it s Securities Trading Policy (previously named Code for Dea ling in Securities). A copy of the revised Securities Trading Policy is attached. This announcement authorised for release by the Board of Danakali Limited. For more information , please contact: Danakali Seamus Cornelius Executive Chairman +61 8 6266 8368 Mark Riseley Head of Corporate Development & IR +61 8 6266 8368 Visit the Company's website : www.danakali.com Follow Danakali on Lin kedIn: www.linkedin.com/company/danakali - limited Subscribe to Danakali on YouTube: www.youtube.com/channel/UChGKN4 - M4lO vPKxs9b - IJvw The Colluli Potash Project ( Project, Colluli ) is 100 % owned by C oll uli Mining S hare company ( CMSC, ) a 50:50 Joint Venture between Danakali L imited (DNK) and Eritrean N ational Mining Co rporation (E NAMCO) Codes: ASX: DNK, SO 3 - FRA, SO3 - BER. US Level 1 ADR’s OTC - DNKLY, CUSIP.23585T101 Highlights: The world’s largest J O RC compliant solid salt, Sulphate of Potash ( SOP ) reserve, 1.1Bt Aiming to be the world ’ s first Zero Carbon SOP Producer Devel opm ent u nderway towards production Financial facts: Issued capital: 367.25m Share price: A$0. 51 Market cap: A$1 87.3 m Page 2 of 2 About Danakali Danakali Limited (ASX: DNK) ( Danakali , or the Company ) is an ASX listed potash company focused on the development of the Colluli Sulphate of Potash Project ( Colluli or the Project ). The Project is 100% owned by t he Colluli Mining Sha re Company ( CMSC ), a 50:50 joint ventur e between Danakali and the Eritrean National Mining Corporation ( ENAMCO ). The Project is located in the Danakil Depression region of Eritrea, East Africa, and is ~75km from the Red Sea coast, maki ng it one of the most accessible potash deposits globally. M i neralisation within the Colluli resource commences at just 16m, making it the world's shallowest known potash deposit. The resource is amenable to open cut mining, which allows higher overall res ource recovery to be achieved, is generally safer than under g round mining, and is highly advantageous for modular growth. The Company has completed a Front - End Engineering Design ( FEED ) for the production of potassium sulphate, otherwise known as Sulphate of Potash or SOP . SOP is a chloride free, specialty fertilis e r which carries a substantial price premium relative to the more common potash type; potassium chloride (or MOP ). Economic resources for production of SOP are geologically scarce. The unique comp osition of the Collul i resource favours low energy input, hi g h potassium yield conversion to SOP using commercially proven technology. One of the key advantages of the resource is that the salts are present in solid form (in contrast with production of SOP from brines) which r educes infrastructure costs and substan t ially reduces the time required to achieve full production capacity. The resource is favourably positioned to supply the world's fastest growing markets. A binding take - or - pay offtake agreement h as been confirmed wit h EuroChem Trading GmbH ( EuroChem ) for u p to 100% (minimum 87%) of Colluli Module I SOP production. Development Finance Institutions, Africa Finance Corporation ( AFC ) and African Export Import Bank ( Afreximbank ), have obtained formal c redit approval to pro vide CMSC with US$200M in senior debt f i nance. The credit documentation was executed in December 2019, allowing drawdown of CMSC senior debt on satisfaction of customary conditions precedent. This represents the majority of funding req uired for the develop ment and construction of the Colluli. P r oject execution has commenced, and the Company's vision is to bring Colluli into production using the principles of risk management, resource utilisation and modularity, using the starting module ( Module I ) as a grow th platform to develop the resource to i ts full potential. Forward looking statements and disclaimer The information in this document is published to inform you about Danakali and its activities. Danakali has endeavoured to ensure tha t the information enc losed is accurate at the time of releas e , and that it accurately reflects the Company ' s intentions. All statements in this document, other than statements of historical facts, that address future production, project development, reserv e or resource potenti al, exploration drilling, exploitation a ctivities, corporate transactions and events or developments that the Company expects to occur, are forward looking statements. Although the Company believes the expectations expressed in such st atements are based on reasonable assumptions, such statement s are not guarantees of future performance and actual results or developments may differ materially from those in forward - looking statements. Factors that could cause actual results to differ mate rially from those in forward - looking statements include mark e t prices of potash and, exploitation and exploration successes, capital and operating costs, changes in project parameters as plans continue to be evaluated, continued availability of capital and financing and genera l economic, market or business conditio n s, as well as those factors disclosed in the Company ' s filed documents. There can be no assurance that the development of Colluli will proceed as planned. Accordingly, readers should not place un due reliance on forwa rd looking information. Mineral Resourc e s and Ore Reserves have been reported according to the JORC Code, 2012 Edition. To the extent permitted by law, the Company accepts no responsibility or liability for any losses or damages of any kind arising out of the use of any information contained in this document. Recipients should make their own enquiries in relation to any investment decisions. Mineral Resource, Ore Reserve, production target, forecast financial information and financial a ssumptions made in th is announcement are consistent with ass u mptions detailed in the Company ' s ASX announcements dated 25 February 2015, 23 September 2015, 15 August 2016, 1 February 2017, 29 January 2018, and 19 February 2018 which continue to apply and h ave not materially ch anged. The Company is not aware of any n ew information or data that materially affects assumptions made. No representation or warranty, express or implied, is or will be made by or on behalf of the Company, and no responsibility or lia bility is or will be accepted by the Company or its affiliat e s, as to the accuracy, completeness or verification of the information set out in this announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or repres entation in this resp ect, whether as to the past or the futu r e. The Company and each of its affiliates accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which it might otherw ise have in respect o f this announcement or any such stateme n t. Danakali Limited Level 1 , 2A / 300 Fitzgerald Street, North Perth WA 600 6 Tel: +61 8 6266 8368 / ABN 56 097 904 302 Page 1 of 6 Securities Trading Policy These guidelines set out the policy on the sale and purchase of securities in the Company by its Personnel. Personnel are encouraged to be long - term holders of the Company’s securities. However, it is important that care is taken in the timing of any purchase or sale of such securities. The purpose of these guidelines is to assist Personnel to avoid conduct known as ‘insider trading’. In some respects, the Company’s policy extends beyond the strict req uirements of the Corporations Act 2001 (Cth). DEFINITIONS In this policy: Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity. Personnel includes officers, employees, contractors or agents of the Company. WHAT TYPES OF TRANSACTIONS ARE COVERED BY THIS POLICY? This policy applies to both the sale and purchase of any securities of the Company and its subsidiaries on issue from time to time. WHAT IS INSIDER TRADING? Prohibition Insider trading is a criminal offence. It ma y also result in civil liability. In broad terms, a person will be guilty of insider trading if: (a) that person possesses information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the Company’s securities (i.e. information that is ‘price sensitive’); and (b) that person: (i) buys or sells securities in the Company; or (ii) procures someone else to buy or sell securities in the Company; o r (iii) passes on that i nformation to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy or sell the securities or procure someone else to buy or sell the securities of the Company. Dealing through third parties The ins ider trading prohibition extends to dealings by individuals through nominees, agents or other associates, such as family members, family trusts and family companies (referred to as “ Associates ” in these guidelines). Danakali Limited Level 1 , 2A 300 Fitzgerald Street, North Perth WA 600 6 Tel: +61 8 6266 8368 / ABN 56 097 904 302 Page 2 of 6 Information however obtained It does not matter how or where the person obtains the information – it does not have to be obtained from the Company to constitute inside information. Confidential Information Employees and directors also have a duty of confidentiality to the Company. A person must not reveal any confidential information concerning the Company, use that information in any way which may cause loss to the Company, or use that information to gain an advantage for themselves or anyone else. Limiting Risk Employees , directors and officers must not enter into transactions or arrangements which operate to limit the economic risk of their security holding in the company without first seeking and obtaining written acknowledgement from the Chair man . Employee share schem es The prohibition does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme. However, the prohibition does apply to the sale of shares acquired under an employee share scheme and also to the sale of shares acquired following the exercise of an option granted under an employ ee option scheme. GUIDELINES FOR TRADING IN THE COMPANY’S SECURITIES General rule Personnel must not, except in exceptional circumstances deal in securities of the Company during the following periods: (a) In the seven (7) days prior to, and 48 hours after th e release of the Company’s Annual Financial Report; (b) In the seven (7) days prior to, and 48 hours after the release of the Consolidated Interim Financial Report of the Company; and (c) In the seven (7) days prior to, and 48 hours after the release of the Compa ny’s quarterly reports, (together the Closed Periods ). The Company may at its discretion vary this rule in relation to a particular Closed Periods by general announcement to all Personnel either before or during the Closed Periods. Permission Required Personnel must not, except in exceptional circumstances, deal in securities of the Company without receiving prior written approval in accordance with the process detailed below. Price Sensitive Information However, if any Personnel is in possession of price sensitive information which is not generally available to the market, then he or she must not deal in the Company’s securities at any time. Danakali Limited Level 1 , 2A 300 Fitzgerald Street, North Perth WA 600 6 Tel: +61 8 6266 8368 / ABN 56 097 904 302 Page 3 of 6 No short - term trading in the Company’s securities Key Managemen t Personnel should never engage in short - term trading of the Company’s securities except for the exercise of options where the shares will be sold shortly thereafter. Securities in other companies Buying and selling securities of other companies with whic h the Company may be dealing is prohibited where an individual possesses information which is not generally available to the market and is ‘price sensitive’. For example, where an individual is aware that the Company is about to sign a major agreement wit h another company, they should not buy securities in either the Company or the other company. Exceptions (a) Personnel may at any time: (i) acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares; (ii) acquire Company securities under a bonus issue made to all holders of securities of the same class; (iii) acquire Company securities under a dividend reinvestment, or top - up plan that is available to all holders or securities of the same class; (iv) acquire, or agree to ac quire or exercise options under an employee incentive scheme (as that term is defined in the ASX Listing Rules), such as a Company Share Option Plan; (v) withdraw ordinary shares in the Company held on behalf of the Personnel in an employee incentive scheme (a s that term is defined in the ASX Listing Rules) where the withdrawal is permitted by the rules of that scheme; (vi) acquire ordinary shares in the Company as a result of the exercise of options held under an employee option scheme; (vii) transfer securities of the Company already held into a superannuation fund or other saving scheme in which the restricted person is a beneficiary; (viii) make an investment in, or trade in units of, a fund or other scheme (other than a scheme only investing in the securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party; (ix) where a restricted perso n is a trustee, trade in the securities of the Company by that trust, provided the restricted person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers indepen dently of the restricted person; (x) undertake to accept, or accept, a takeover offer; (xi) trade under an offer or invitation made to all or most of the security holders, such as a rights issue, a security purchase plan, a dividend or distribution reinvestment pla n and an equal access buy - back, where the plan that determines the timing and structure of the offer has been approved by the board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to pr ovide for the take up of the balance of entitlements under a renounceable pro rata issue; Danakali Limited Level 1 , 2A 300 Fitzgerald Street, North Perth WA 600 6 Tel: +61 8 6266 8368 / ABN 56 097 904 302 Page 4 of 6 (xii) dispose of securities of the Company resulting from a secured lender exercising their rights, for example, under a margin lending arrangement; (xiii) exercise (but not sell securities following exercise) an option or a right under an employee incentive scheme, or convert a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a prohibited period or the Company has had a number of consecutive prohibited periods and the restricted person could not reasonably have been expected to exercise it at a time when free to do so; or (xiv) trade under a non - discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in this Policy. (b) In respect of any share or option plans adopted by the Company, it should be noted that it is not permissible to provide the exercise price of options by selling the shares acquired on the exercise of these options unless the sale of those shares occurs outside the Closed Periods. Were this is to occur at a time when the person possessed inside information, then the sale of Company securities would be a breach of insider tra ding laws, even though the person’s decision to sell was not influenced by the inside information that the person possessed and the person may not have made a profit on the sale. Where Company securities are provided to a lender as security by way of mort gage or charge, a sale that occurs under that mortgage or charge as a consequence of default would not breach insider trading laws. Notification of periods when Personnel are not permitted to trade The Company Secretary will endeavour to notify all Person nel of the times when they are not permitted to buy or sell the Company’s securities. APPROVAL AND NOTIFICATION REQUIREMENTS Approval requirements (a) Any Key Management Personnel wishing to buy, sell or exercise rights in relation to the Company’s securities must obtain the prior written approval of the Chairman before doing so. (b) If the Chairman wishes to buy, sell or exercise rights in relation to the Company’s securities, the Chairman must obtain the prior approval of the Chair of the Audit and Ris k Committee before doing so. (c) Any Personnel (other than Key Management Personnel) wishing to buy, sell or exercise rights in relation to the Company’s securities must obtain the prior written approval of the Chairman before doing so. Approvals to buy or sel l securities (a) All requests to buy or sell securities must include the intended volume of securities to be purchased or sold and an estimated time frame for the sale or purchase. (b) Copies of written approvals must be forwarded to the Company Secretary prior to the approved purchase or sale transaction. Notification Subsequent to approval obtained in accordance with this policy, any Personnel who (or through his or her Associates) buys, sells, or exercises rights in relation to Company securities must notify the Company Secretary in writing of the details of the transaction within two (2) business days of the transaction occurring. This notification obligation operates at all times but does not apply to acquisitions of shares or options by employees Danakali Limited Level 1 , 2A 300 Fitzgerald Street, North Perth WA 600 6 Tel: +61 8 6266 8368 / ABN 56 097 904 302 Page 5 of 6 made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme. Key Management Personnel sales of securities Key Management Personnel need to be mindful of the market perception associated with any sale of Company securities and possibl y the ability of the market to absorb the volume of shares being sold. With this in mind, the management of the sale of any significant volume of Company securities (i.e. a volume that would represent a volume in excess of 10% of the total securities held by the seller prior to the sale, or a volume to be sold that would be in excess of 10% of the average daily traded volume of the shares of the Company on the ASX for the preceding 20 trading days) by a Key Management Personnel needs to be discussed with th e Board and the Company’s legal advisers (if considered appropriate) prior to the execution of such a sale. These discussions need to be documented in the form of a file note, to be retained by the Company Secretary. Exemption from Closed Periods restrictions due to exceptional circumstance Personnel who are not in possession of inside information in relation to the Company, may be given prior written clearance by the Chair man (or in the case of the Chairman by the Chair of the Audit and Risk Commi ttee ) to sell or otherwise dispose of Company securities in a Closed Period where the person is in severe financial hardship or where there are exceptional circumstances as set out in this policy. Severe financial hardship or exceptional circumstances The determination of whether a Personnel is in severe financial hardship will be made by the Chair man ( or in the case of the Chairman by the Chair of the Audit and Risk Committee ). A financial hardship or exceptional circumstances determination can only be made by examining all of the facts and if necessary obtaining independent verification of the facts from banks, accountants or other like institutions. Financial hardship Personnel may be in severe financial hardship if they have a pressing financial comm itment that cannot be satisfied other than by selling the securities of the Company. In the interests of an expedient and informed determination by the Managing Director or Chair man (or all other members of the Board as the context requires), any application for an exemption allowing the sale of Company securities in a Closed Period based on financial hardship must be made in writing stating all of the facts and be accompanied by cop ies of relevant supporting documentation, including contact details of the person’s accountant, bank and other such independent institutions (where applicable). Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of securities can be made. Exceptional circumstances Exceptional circumstances may apply to the disposal of Company securities by a Personnel if the person is required by a court order, a court enforceable undertaking for example in a bona fide family settlement, to transfer or sell securities of the Company, or there is some other overriding legal or regulatory requirement to do so. Danakali Limited Level 1 , 2A 300 Fitzgerald Street, North Perth WA 600 6 Tel: +61 8 6266 8368 / ABN 56 097 904 302 Page 6 of 6 Any application for an exemption allowing the sale of Company securities in a Closed Period based on except ional circumstances must be made in writing and be accompanied by relevant court and/or supporting legal documentation (where applicable). Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of sec urities can be made. ASX NOTIFICATION FOR DIRECTORS The ASX Listing Rules require the Company to notify the ASX within 5 business days after any dealing in securities of the Company (either personally or through an Associate) which results in a change in the relevant interests of a Director in the securitie s of the Company. The Company has made arrangements with each Director to ensure that the Director promptly discloses to the Company Secretary all the information required by the ASX. EFFECT OF COMPLIANCE WITH THIS POLICY Compliance with these guidelines for trading in the Company’s securities does not absolve that individual from complying with the law, which must be the overriding consideration when trading in the Company’s securities. This policy is reviewed annually. Approved by: Seamus Cornelius Approval d ate: 2 3 November 2021 Position: Executive Chairman Review Date: -

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