Danakali : Revised Securities Trading Policy

ASX Release:24 November 2021

Revised Securities Trading Policy
onlyIn acc rdance with ASX Listing Rule 12.10, Danakali Limited (ASX: DNK) (Danakali, the Company) advises
that it has amended its Securities Trading Policy (previously named Code for Dealing in Securities).
use
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
personalFor	Mark Riseley
Se mus Cornelius
Executive Chairman	Head of Corporate Development & IR
[phone]	[phone]

Visit the Company's website:www.danakali.com

F ll w Danakali on LinkedIn:www.linkedin.com/company/danakali-limited

Sub cribe to Danakali on YouTube:www.youtube.com/channel/UChGKN4-M4lOvPKxs9b-IJvw

The Colluli Potash Project (Project, Colluli) is 100% owned by Colluli Mining Share company (CMSC,) a 50:50 Joint Venture between Danakali Limited (DNK) and Eritrean National Mining Corporation (ENAMCO)

Codes:

ASX: DNK, SO3-FRA,SO3-BER.

US Level 1 ADR's OTC-

DNKLY,

CUSIP.23585T101

Highlights:

The world's largest JORC compliant solid salt, Sulphate of Potash (SOP) reserve, 1.1Bt

Aiming to be the world's first Zero Carbon SOP Producer

Development underway towards production

Financial facts:

Issued capital: 367.25m

Share price: A$0.51

Market cap: A$187.3m

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For personal use only

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 the Colluli Mining Share Company (CMSC), a 50:50 joint venture 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, making it one of the most accessible potash deposits globally. Mineralisation 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 resource recovery to be achieved, is generally safer than underground 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 fertiliser 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 composition of the Colluli resource favours low energy input, high 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 reduces infrastructure costs and substantially 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 has been confirmed with EuroChem Trading GmbH (EuroChem) for up 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 credit approval to provide CMSC with US$200M in senior debt finance. 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 required for the development and construction of the Colluli.

Project 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 growth platform to develop the resource to its 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 that the information enclosed is accurate at the time of release, 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, reserve or resource potential, exploration drilling, exploitation activities, 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 statements are based on reasonable assumptions, such statements 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 materially from those in forward-looking statements include market 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 general economic, market or business conditions, 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 undue reliance on forward looking information. Mineral Resources 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 assumptions made in this announcement are consistent with assumptions 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 have not materially changed. The Company is not aware of any new 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 liability is or will be accepted by the Company or its affiliates, 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 representation in this respect, whether as to the past or the future. 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 otherwise have in respect of this announcement or any such statement.

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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 requirements 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 may also result in civil liability. In broad terms, a person will be guilty of insider trading if:

1. 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
2. that person:
3. 1. buys or sells securities in the Company; or
   2. procures someone else to buy or sell securities in the Company; or
   3. passes on that information 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 insider 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 6006
Tel: [phone] / ABN 56 097 904 302	Page 1 of 6

For personal use only

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 Chairman.

Employee share schemes

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 employee 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:

1. In the seven (7) days prior to, and 48 hours after the release of the Company's Annual Financial Report;
2. In the seven (7) days prior to, and 48 hours after the release of the Consolidated Interim Financial Report of the Company; and
3. In the seven (7) days prior to, and 48 hours after the release of the Company'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 6006
Tel: [phone] / ABN 56 097 904 302	Page 2 of 6

For personal use only

No short-term trading in the Company's securities

Key Management 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 which 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 with another company, they should not buy securities in either the Company or the other company.

Exceptions

1. Personnel may at any time:
2. 1. acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares;
   2. acquire Company securities under a bonus issue made to all holders of securities of the same class;
   3. acquire Company securities under a dividend reinvestment, or top-up plan that is available to all holders or securities of the same class;
   4. acquire, or agree to acquire 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;
   5. withdraw ordinary shares in the Company held on behalf of the Personnel in an employee incentive scheme (as that term is defined in the ASX Listing Rules) where the withdrawal is permitted by the rules of that scheme;
   6. acquire ordinary shares in the Company as a result of the exercise of options held under an employee option scheme;
   7. transfer securities of the Company already held into a superannuation fund or other saving scheme in which the restricted person is a beneficiary;
   8. 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;
   9. where a restricted person 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 independently of the restricted person;
   10. undertake to accept, or accept, a takeover offer;
   11. 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 plan 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 provide 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 6006
Tel: [phone] / ABN 56 097 904 302	Page 3 of 6