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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Intrepid Potash Inc | NYSE:IPI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.09 | 0.37% | 24.68 | 25.44 | 24.52 | 24.67 | 196,503 | 01:00:00 |
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Delaware
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26-1501877
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
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Non-accelerated filer
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Accelerated filer
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Smaller reporting company
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Emerging growth company
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Exact name of registrant as specified in its charter(1)
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State or other jurisdiction of
incorporation or organization |
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I.R.S. Employer
Identification Number |
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Intrepid Potash-Moab, LLC | | |
Delaware
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84-1535237
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Intrepid Potash-New Mexico, LLC | | |
New Mexico
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20-0420705
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Intrepid Potash-Wendover, LLC | | |
Colorado
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20-0818774
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SEC filing fee
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| | | $ | 14,760 | | |
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Printing expenses
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| | | | * | | |
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Legal fees and expenses
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Accounting fees and expenses
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Engineering fees and expenses
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Transfer agent fees and expenses
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Rating agency fees
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Stock Exchange and Other Listing Fees
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Miscellaneous
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Total
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| | | $ | * | | |
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Exhibit No.
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Description
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| 1.1* | | | Form of Underwriting Agreement. | |
| 4.1 | | | | |
| 4.2 | | | Certificate of Amendment to Restated Certificate of Incorporation of Intrepid Potash, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 26, 2016). | |
| 4.3 | | | Certificate of Amendment to Restated Certificate of Incorporation of Intrepid Potash, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on August 14, 2020). | |
| 4.4 | | | | |
| 4.5 | | | Specimen Common Stock Certificate of Intrepid Potash, Inc. (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (File No. 333-148215) filed on April 7, 2008). | |
| 4.6* | | | Form of Certificate of Designations. | |
| 4.7* | | | Specimen of Preferred Stock Certificate. | |
| 4.8 | | | | |
| 4.9* | | | Form of Note. | |
| 4.10* | | | Form of Warrant Agreement. | |
| 4.11* | | | Form of Unit Agreement. | |
| 5.1† | | | | |
| 23.1† | | | | |
| 23.2† | | | | |
| 23.3† | | | | |
| 24.1† | | | | |
| 25.1# | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to the Indenture filed as Exhibit 4.8. | |
| 107† | | | |
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Signature
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Title
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Date
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/s/ Robert P. Jornayvaz III
Robert P. Jornayvaz III
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| | Executive Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | |
March 7, 2024
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/s/ Matthew D. Preston
Matthew D. Preston
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| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
March 7, 2024
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/s/ Chris A. Elliott
Chris A. Elliott
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| | Director | | |
March 7, 2024
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/s/ Lori A. Lancaster
Lori A. Lancaster
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| | Director | | |
March 7, 2024
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/s/ Mary E. McBride
Mary E. McBride
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| | Director | | |
March 7, 2024
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/s/ Barth E. Whitham
Barth E. Whitham
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| | Lead Director | | |
March 7, 2024
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/s/ William M. Zisch
William M. Zisch
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| | Director | | |
March 7, 2024
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Signature
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Title
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Date
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/s/ Robert P. Jornayvaz III
Robert P. Jornayvaz III
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| | President and Chief Executive Officer (Principal Executive Officer) | | |
March 7, 2024
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/s/ Matthew D. Preston
Matthew D. Preston
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| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
March 7, 2024
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/s/ Matthew D. Preston
Matthew D. Preston
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| | Chief Financial Officer of Intrepid Potash, Inc., the Sole Member and Manager | | |
March 7, 2024
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Signature
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| |
Title
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Date
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/s/ Robert P. Jornayvaz III
Robert P. Jornayvaz III
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| | President and Chief Executive Officer (Principal Executive Officer) | | |
March 7, 2024
|
|
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/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
March 7, 2024
|
|
|
/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer of Intrepid Potash, Inc., the Sole Member and Manager | | |
March 7, 2024
|
|
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Signature
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| |
Title
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| |
Date
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|
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/s/ Robert P. Jornayvaz III
Robert P. Jornayvaz III
|
| | President and Chief Executive Officer (Principal Executive Officer) | | |
March 7, 2024
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|
|
/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
March 7, 2024
|
|
|
/s/ Matthew D. Preston
Matthew D. Preston
|
| | Chief Financial Officer of Intrepid Potash, Inc., the Sole Member and Manager | | |
March 7, 2024
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Exhibit 5.1
March 7, 2024
Intrepid Potash, Inc.
707 17th Street, Suite 4200
Denver, Colorado 80202
Re: | Registration Statement on Form S-3 Filed by Intrepid Potash, Inc. |
Ladies and Gentlemen:
We have acted as counsel to Intrepid Potash, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, of a registration statement on Form S-3 (the “Registration Statement”) for the registration of the sale from time to time of one or more series of the following securities by the Company (collectively, the “Securities”):
(a) | shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), |
(b) | shares of the Company’s preferred stock, par value $0.001 per share (“Preferred Stock”), which may be issued as part of a series established pursuant to a certificate of designation filed in the office of the Secretary of State of the State of Delaware in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (a “Certificate of Designation”), |
(c) | debt securities of the Company, which may be either senior debt securities or subordinated debt securities (“Debt Securities”), |
(d) | guarantees of the Debt Securities (the “Guarantees”) by one or more of the Company’s subsidiaries (the “Guarantors”), |
(f) | warrants representing rights to purchase Common Stock, Preferred Stock or Debt Securities (“Warrants”), and |
(h) | units consisting of any combination of the Securities (“Units”). |
In our capacity as counsel to the Company, we have examined the Registration Statement and such documents, records and instruments as we have deemed necessary for the purposes of this opinion. As to matters of fact material to the opinions expressed herein, we have relied on (a) information in public authority documents (and all opinions based on public authority documents are as of the date of such public authority documents and not as of the date of this opinion letter), and (b) information provided in certificates of officers of the Company. We have not independently verified the facts so relied on.
In such examination, we have assumed the following without investigation: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based upon the foregoing examination and in reliance thereon, and subject to (a) the assumptions stated and in reliance on statements of fact contained in the documents that we have examined and (b) completion of all corporate action required to be taken by the Company to duly authorize each proposed issuance of Securities (including the due reservation of any shares of Common Stock or Preferred Stock for issuance upon conversion or exchange of any other Securities), we are of the opinion that:
1. | With respect to Common Stock, when the shares of Common Stock have been issued and delivered in accordance with the applicable purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein, such shares of Common Stock will be validly issued, fully paid and non-assessable. |
2. | With respect to Preferred Stock, when (a) the applicable Certificate of Designation for the Preferred Stock to be issued has been duly filed with the Office of the Secretary of State of the State of Delaware and (b) the shares of Preferred Stock have been issued and delivered in accordance with the applicable purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein, such shares of Preferred Stock will be validly issued, fully paid and non-assessable. |
3. | With respect to Common Stock or Preferred Stock to be issued upon conversion or exercise, as applicable, of the Debt Securities, Preferred Stock or Warrants, when (a) if applicable, the Certificate of Designation for the Preferred Stock to be issued has been duly filed with the Office of the Secretary of State of the State of Delaware and (b) such Common Stock or Preferred Stock, as the case may be, has been issued and delivered in accordance with the terms of the applicable Debt Securities, Preferred Stock or Warrants, as the case may be, such shares of Common Stock or Preferred Stock will be validly issued, fully paid and non-assessable. |
4. | With respect to Debt Securities and related Guarantees to be issued under one or more indentures (each, an “Indenture”), when (a) the terms of the Debt Securities and Guarantees have been established in accordance with the Indenture, (b) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, (c) the Indenture and the applicable supplement thereto, if any, has been duly authorized and validly executed and delivered by the Company, the Guarantors and the trustee thereunder and (d) the Debt Securities and Guarantees have been executed, issued, delivered and authenticated in accordance with the terms of the Indenture and the applicable purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein, the Debt Securities will be legal, valid and binding obligations of the Company and the Guarantees will be legal, valid and binding obligations of the Guarantors obligated thereby. |
5. | With respect to the Warrants, when (a) a warrant agreement relating to the Warrants (the “Warrant Agreement”) has been duly authorized and validly executed and delivered by the Company and each party thereto, (b) the terms of the Warrants have been established in accordance with the Warrant Agreement and (c) the Warrants have been executed and delivered in accordance with the related Warrant Agreement and the applicable purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein, the Warrants will be legal, valid and binding obligations of the Company. |
6. | With respect to the Units, when (a) a unit agreement relating to the Units (the “Unit Agreement”) has been duly authorized and validly executed and delivered by the Company and each party thereto, (b) the terms of the Units have been established in accordance with the Unit Agreement and (c) the Units have been executed and delivered in accordance with the related Unit Agreement and the applicable purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein, the Units will be legal, valid and binding obligations of the Company. |
The foregoing opinions are subject to the following exclusions and qualifications:
(a) | Our opinions are as of the date hereof, and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, and we disavow any undertaking to advise you of any changes in law. |
(b) | We express no opinion as to enforceability of any right or obligation to the extent such right or obligation is subject to and limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, fraudulent transfer or other laws affecting or relating to the rights of creditors generally; (ii) rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether arising prior to or after the date hereof or considered in a proceeding in equity or at law; or (iii) the effect of federal and state securities laws and principles of public policy on the rights of indemnity and contribution. |
(c) | We do not express any opinions herein concerning any laws other than the laws in their current forms of the States of Delaware, Colorado and New York and the federal securities laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction and expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto, including any and all post-effective amendments, and to the reference to our firm in the prospectus and any prospectus supplements relating thereto under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related rules and regulations of the Commission issued thereunder.
Very truly yours, |
/s/ PERKINS COIE LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 7, 2024, with respect to the consolidated financial statements and financial statement schedule II of Intrepid Potash, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Denver, Colorado
March 7, 2024
Exhibit 23.3
CONSENT OF QUALIFIED PERSON
RESPEC LLC (“RESPEC”), in connection with the Registration Statement on Form S-3 and any amendments or supplements and/or exhibits thereto (collectively, the “Form S-3”) of Intrepid Potash, Inc. (the “Company”), hereby consents to:
• | the incorporation by reference and use of (i) the technical report titled “Technical Report Summary of the 2023 Estimated Resources and Reserves at Intrepid Potash-New Mexico” with an effective date of December 31, 2023 and dated February 14, 2024, (ii) the technical report titled “Technical Report Summary of the 2023 Estimated Resources and Reserves at Intrepid Potash-Moab” with an effective date of December 31, 2023 and dated February 14, 2024, and (iii) the technical report titled “Technical Report Summary of the 2023 Estimated Resources and Reserves at Intrepid Potash-Wendover” with an effective date of December 31, 2023 and dated February 14, 2024 (collectively, the “Technical Report Summaries”), in each case that were prepared in accordance with Subpart 1300 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “Commission”), in the Form S-3; |
• | the use of and references to our name, including our status as an expert or “qualified person” (as defined in Subpart 1300 of Regulation S-K promulgated by the Commission), in connection with the Technical Report Summaries and the Form S-3; and |
• | any extracts from or a summary of the Technical Report Summaries included or incorporated by reference in the Form S-3, and the use of any information derived, summarized, quoted, or referenced from the Technical Report Summaries, or portions thereof, that was prepared by the Company, that we supervised the preparation of, and/or that was reviewed and approved by us, that is included or incorporated by reference in the Form S-3. |
By: | /s/ Susan B. Patton | |
Name: | Susan B. Patton, P.E. | |
Title: | Principal |
Grand Junction, Colorado
March 7, 2024
EXHIBIT 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
Intrepid Potash, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security
Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing
Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | Equity | Common Stock, par value $0.001 per share | Rule 457(o) | — | — | — | — | — | ||||
Equity | Preferred Stock, par value $0.001 per share | Rule 457(o) | — | — | — | — | — | |||||
Debt | Debt Securities | Rule 457(o) | — | — | — | — | — | |||||
Debt | Guarantees of Debt Securities(3) | Rule 457(o) | — | — | — | — | — | |||||
Other | Warrants | Rule 457(o) | — | — | — | — | — | |||||
Other | Units | Rule 457(o) | — | — | — | — | — | |||||
Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | Rule 457(o) | (1) | (2) | $100,000,000 | 0.00014760 | $14,760(3) | |||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Total Offering Amounts | $100,000,000 | $14,760.00 | ||||||||||
Total Fees Previously Paid | — | |||||||||||
Total Fee Offsets | $31,488.00 | |||||||||||
Net Fee Due | $0.00 |
(1) | The amount to be registered consists of up to $100,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, guarantees of debt securities, warrants, and/or units. There is also being registered hereunder such currently indeterminate number of securities as may be issued upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including under any applicable anti-dilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. Pursuant to Rule 457(n), no additional registration fee is payable in respect of the registration of the guarantees. |
(2) | The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act. In no event will the aggregate offering price of all securities sold by the Registrant from time to time pursuant to this registration statement exceed $100,000,000. |
(3) | Calculated pursuant to Rule 457(o) under the Securities Act. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name |
Form
or Filing Type |
File Number |
Initial Filing Date |
Filing Date | Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold
|
Fee
Paid Fee Offset Sources |
|
Rule 457(p) | |||||||||||
Fee Offset Claims | Intrepid Potash, Inc. | Form S-3 | 333-230222 | March 12, 2019 | $31,488.00 | Unallocated (Universal) Shelf |
(4) | $300,000,000(4) | $300,000,000 | ||
Fee Offset Sources | Intrepid Potash, Inc. | Form S-3 | 333-230222 | March 12, 2019 | $7,549.35(4) | ||||||
Fee Offset Sources | Intrepid Potash, Inc. | Form S-3 | 333-209888 | March 2, 2016 | (4) | ||||||
Fee Offset Sources | Intrepid Potash, Inc. | POSASR | 333-203722 | February 29, 2016 | $23,938.65 (4) |
(4) | On March 12, 2019, the Registrant filed Registration Statement on Form S-3 (File No. 333-230222), which was declared effective on April 4, 2019, that identified and registered an aggregate principal amount of $300,000,000 of an indeterminate amount of securities to be offered by the Registrant from time to time for which a filing fee of $31,488.00 was due, which was paid through a fee offset of $23,938.65 related to unsold securities from Registration Statement on Form S-3 (File No. 333-209888) and a contemporaneous fee payment of $7,549.35. On March 2, 2016, the Registrant filed a Registration Statement on Form S-3 (File No. 333-209888) for which a filing fee of $30,210.00 was due, which was paid through a fee offset of $30,210.00. On February 29, 2016, the Registrant filed Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-203722) for which a contemporaneous filing fee payment of $30,210.00 was made. The Registration Statements mentioned above have terminated with respect to any unsold securities. In accordance with Rule 457(p) under the Securities Act of 1933, as amended, the Registrant is allocating the $31,488.00 of the unused filing fees to offset the filing fee payable in connection with this filing. |
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