Notice of Extraordinary General Meeting
Released
Released
Announcement PDF
Friday, 23rd May 2025
Dear Shareholder
Atomo Diagnostics Limited – Extraordinary General Meeting of Shareholders, Monday 23 June
2025 at 10:30am (AEST).
Notice is hereby given that an Extraordinary General Meeting of Shareholders of Atomo Diagnostics
Limited (“Company”) will be held in-person at Level 1, 3-5 George Street, Leichhardt NSW 2040 at
10:30am (AEST) on Monday 23 June 2025 (“Extraordinary General Meeting”, “EGM” or “Meeting”).
In accordance with recent amendments to the Corporations Act 2001, the Company is sending this
notification letter instead of dispatching physical copies of the Notice of EGM. The Notice of EGM
and accompanying explanatory statement (“Meeting Materials”) are being made available to
shareholders electronically. This means that:
-
You can access the Meeting Materials online at the Company’s website
https://investors.atomodiagnostics.com/investor-centre/ or at the Company’s share registry’s
website https://www.investorserve.com.au/ through Investor Serve by logging in and selecting
Company Announcements from the main menu.
-
A complete copy of the Meeting Materials has been posted to the Company’s ASX Market
announcements page at www.asx.com.au under the Company’s ASX code “AT1”.
-
If you have provided an email address and have elected to receive electronic communications
from the Company, you will receive an email to your nominated email address with a link to an
electronic copy of the Meeting Materials and instructions to vote online.
If you would like to receive electronic communications from the Company in the future, please
update your communication elections online at https://www.investorserve.com.au/. If you have
not yet registered, you will need your shareholder information including SRN/HIN details.
If you are unable to access the Meeting Materials online please contact our share registry
Boardroom Pty Limited on enquiries@boardroomlimited.com.au or by phone on + 61 2 9290 9600
(outside Australia) or 1300 737 060 (within Australia) between 9:00am and 5:00pm (AEST) Monday
to Friday, to obtain a copy.
The Company strongly recommends to Shareholders to lodge a directed proxy as soon as possible
in advance of the meeting even if they are planning to attend the meeting on the day.
Yours sincerely,
Mathew Watkins
Company Secretary
Atomo Diagnostics Limited
w. atomodiagnostics.com | a. Level 1, 3-5 George Street, Leichhardt, NSW, 2040 Australia | p. +61 2 9099 4750 | Page 1
ATOMO DIAGNOSTICS LIMITED
ACN 142 925 684
Notice of Extraordinary General
Meeting
Explanatory Statement and Proxy Form
Date of Meeting:
Monday, 23 June 2025
Time of Meeting:
10:30am (AEST)
Place of Meeting:
Level 1, 3 - 5 George Street Leichhardt NSW 2040
This Notice of Extraordinary General Meeting and Explanatory Statement should be read in its entirety.
If shareholders are in doubt as to how they should vote, they should seek advice from their accountant,
solicitor or other professional advisor without delay.
ATOMO DIAGNOSTICS LIMITED
ACN 142 925 684
Registered office: Level 1, 3-5 George St Leichhardt NSW 2040
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is given that the Extraordinary General Meeting (“AGM”) of Shareholders of Atomo Diagnostics Limited
(the “Company”) will be held at Level 1, 3 - 5 George Street Leichhardt NSW 2040 at 10:30am (AEST) on
Monday, 23 June 2025.
Note that physical attendance will be limited and available only on an RSVP basis. To register your interest in
attending in person, please email kathryn.curley@atomodiagnostics.com mailto:for confirmation. If you are
unable to attend the meeting, please complete and return the proxy form in accordance with the specified
directions.
Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off
date for proxy voting as set out in this Notice. To lodge your proxy, please follow the directions on your
personalised proxy form which will be delivered to you by email or post (depending on your communication
preferences).
The meeting can be attended using the following details:
When: Monday, 23 June 2025 at 10:30am (AEST)
Where: Level 1, 3 - 5 George Street Leichhardt NSW 2040
Topic: Atomo Diagnostics Limited – Extraordinary General Meeting
The Company is happy to accept and answer questions submitted prior to the meeting by email to the Company
at kathryn.curley@atomodiagnostics.com. The Company will address relevant questions during the meeting
(subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).
Shareholders who wish to attend the AGM should therefore monitor the Company’s website and its ASX
announcements for any updates about the Meeting. If it becomes necessary or appropriate to make alternative
arrangements for the holding or conducting of the Meeting, the Company will make further information available
through
the
ASX
website
at
asx.com.au
(ASX:
AT1)
and
on
its
website
at
https://investors.atomodiagnostics.com/investor-centre/.
AGENDA
The Explanatory Statement and proxy form, which accompany and form part of this Notice, include defined terms
and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement
and the proxy form in their entirety.
ORDINARY BUSINESS
Resolution 1: Ratification of prior issue of 46,929,731 Shares and 46,929,731 Options, as part of Tranche
1 Placement
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve, ratify and confirm
the allotment and issue of 46,929,731 fully paid ordinary shares (Shares) in the Company on 5 May 2025 at an
issue price of $0.0185 (1.85 cents) per Share and 46,929,731 free attaching unlisted options (Options) in relation
to the Placement to professional, sophisticated and other exempt investors as described in the Explanatory
Statement.”
Resolution 2: Approval to issue 67,448,645 Shares as part of Tranche 2 of Placement
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve, the allotment and
issue of 67,448,647 Shares in the Company at an issue price of $0.0185 (1.85 cents) per Share to professional,
sophisticated and other exempt investors, as described in the Explanatory Statement accompanying the Notice
of Meeting."
Resolution 3: Approval to issue 67,448,645 Options as part of Tranche 2 Placement
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve, the allotment and
issue of 67,448,647 Options, in the Company, to professional, sophisticated and other exempt investors who
participated in the Tranche 2 Placement, as described in the Explanatory Statement accompanying the Notice of
Meeting."
Resolution 4: Approval to issue 540,541 Shares and 540,541 Options to Director Anthony May (or his
nominee(s))
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve, the allotment and
issue of 540,541 Shares in the Company at an issue price of $0.0185 (1.85 cents) per Share 540,541 Options, in
the Company, to Anthony May (or his nominee(s)), as described in the Explanatory Statement accompanying the
Notice of Meeting."
Resolution 5: Approval to issue up to 54,054,054 Shares and 54,054,054 Options to non-related parties,
as part of the Share Purchase Plan
To consider and, if thought fit, to pass the following resolution, with or without amendment, as an ordinary
resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve, the allotment and
issue of up to 54,054,054 Shares in the Company at an issue price of $0.0185 (1.85 cents) per Share and
54,054,054 Options to Eligible Shareholders, under the Company’s Share Purchase Plan announced on 20 May
2025, as described in the Explanatory Statement."
2
Resolution 6: Approval to issue 1,621,622 Shares and 1,621,622 Options to Director John Kelly (or his
nominee(s)), under the Share Purchase Plan
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the issue of
1,621,622 Shares in the Company at an issue price of $0.0185 (1.85 cents) per Share and 1,621,622 Options to
John Kelly, (or his nominee(s)), under the Company’s Share Purchase Plan announced on 20 May 2025, as
described in the Explanatory Statement.”
Resolution 7: Approval to issue 540,541 Shares and 540,541 Options to Director Patrick Cook (or his
nominee(s)), under the Share Purchase Plan
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the issue of 540,541
Shares in the Company at an issue price of $0.0185 (1.85 cents) per Share and 540,541 Options to Partick Cook,
(or his nominee(s)), under the Company’s Share Purchase Plan announced on 20 May 2025, as described in the
Explanatory Statement.”
Resolution 8: Approval to issue up to 54,054,054 Shares and 54,054,054 Options, as part of the Share
Purchase Plan Shortfall Placement
To consider and, if thought fit, to pass the following resolution, with or without amendment as an ordinary
resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve, the allotment and
issue of up to 54,054,054 Shares in the Company at an issue price of $0.0185 (1.85 cents) per Share and
54,054,054 Options to persons other than Eligible Shareholders (for the purposes of the SPP), as part of the
Share Purchase Plan Shortfall Placement, as described in the Explanatory Statement."
By the order of the Board
Mathew Watkins
Company Secretary
16 May 2025
3
Notes
1.
Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should
be read together with, and form part of, this Notice of Meeting.
2.
Record Date: The Company has determined that for the purposes of the Extraordinary General Meeting, shares will be taken to
be held by the persons who are registered as holding the shares at 7.00pm, 48 hours before the date of the Extraordinary General
Meeting. Only those persons will be entitled to vote at the Extraordinary General Meeting and transfers registered after that time
will be disregarded in determining entitlements to attend and vote at the Extraordinary General Meeting.
3.
Proxies
a.
b.
c.
d.
e.
f.
g.
h.
4.
Votes at the Extraordinary General Meeting may be given personally or by proxy, attorney or representative.
Each member has a right to appoint one or two proxies.
A proxy need not be a member of the Company.
If a member is a company it must execute under its common seal or otherwise in accordance with its constitution or the
Corporations Act.
Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the
proportion or number of votes each proxy is appointed to exercise.
If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the
shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may
vote on a show of hands.
A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the
authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations
Act.
To be effective, proxy forms must be received by the Company’s share registry no later than 48 hours before the
commencement of the Extraordinary General Meeting, this is no later than 10:30am (AEST) on Saturday, 21 June 2025.
Any proxy received after that time will not be valid for the scheduled meeting.
Corporate Representative
Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that
person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s
representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting
when registering as a corporate representative.
5.
Voting Exclusion Statement:
Resolution 1
The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any persons who participated in Tranche 1
Placement or who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a
holder of ordinary securities in the entity) or any associates of that person or those persons.
However, this does not apply to a vote cast in favour of these resolutions by:
(a)
a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given
to the proxy or attorney to vote on the resolutions in that way; or
(b)
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with a
direction given to the chair to vote on the resolutions as the chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
i.
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is
not an associate of a person excluded from voting, on the resolutions; and
ii.
the holder votes on the resolutions in accordance with directions given by the beneficiary to the holder to vote in
that way.
Resolutions 2 and 3
The Company will disregard any votes cast in favour of these Resolutions 2 and 3 by or on behalf of any persons who is expected
to participate in Tranche 2 of Placement or who will obtain a material benefit as a result of the issue of securities (except a benefit
solely by reason of being a holder of ordinary securities in the entity) or any associates of that person or those persons.
However, this does not apply to a vote cast in favour of these resolutions by:
4
(a)
a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given
to the proxy or attorney to vote on the resolutions in that way; or
(b)
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with a
direction given to the chair to vote on the resolutions as the chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
iii.
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is
not an associate of a person excluded from voting, on the resolutions; and
iv.
the holder votes on the resolutions in accordance with directions given by the beneficiary to the holder to vote in
that way.
Resolution 5
The Company has been granted a waiver by ASX under Listing Rule 7.3.9 to permit any person who has an interest in Resolution 5
and ordinarily excluded from voting in favour of this Resolution to vote, on the condition that the Company excludes any votes cast
on this Resolution by any proposed underwriter or sub-underwriter of the SPP (which there is none).
Resolution 4, 6 & 7
The Company will disregard any votes cast in favour of Resolutions 4, 6 & 7 by or on behalf of:
Mr Anthony May, Mr John Kelly or Mr Patrick Cook, respectively, or any person(s) who will obtain a material benefit as a result
of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or
an associate of person referred to in the preceding paragraph.
However, this does not apply to a vote cast in favour of a resolution by:
(a)
a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given
to the proxy or attorney to vote on the resolutions in that way; or
(b)
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with a
direction given to the chair to vote on the resolutions as the chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
i.
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is
not an associate of a person excluded from voting, on the resolutions; and
ii.
the holder votes on the resolutions in accordance with directions given by the beneficiary to the holder to vote in
that way.
Resolution 8
The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of:
a person who is expected to participate, or will obtain a material benefit as a result of the proposed issue (namely the Share
Purchase Plan Shortfall Placement) (except a benefit solely by reason of being a holder of ordinary securities in the entity), or
an associate of a person referred to in the preceding paragraph.
However, this does not apply to a vote cast in favour of Resolution 8 by:
6.
(d)
a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given
to the proxy or attorney to vote on the resolutions in that way; or
(e)
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with a
direction given to the chair to vote on the resolutions as the chair decides; or
(f)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the
following conditions are met:
iii.
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is
not an associate of a person excluded from voting, on the resolutions; and
iv.
the holder votes on the resolutions in accordance with directions given by the beneficiary to the holder to vote in
that way.
Restriction on KMPs voting undirected proxies:
A vote must not be cast as proxy on Resolutions 4, 6 & 7 by a member of the Key Management Personnel (as defined by the
Corporations Act) or a closely related party of Key Management Personnel.
However, a person described above (a “Restricted Voter”) may cast a vote on this Resolution as a proxy if:
a. The Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
b. The Chairman is the Restricted Voter and the written appointment of the Chairman as proxy does not specify the way the
proxy is to vote on the Resolution or expressly authorises the Chairman to exercise the proxy even though the Resolution
is or are connected with the remuneration of a member of the Key Management Personnel.
5
c.
7.
If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly authorising
the Chairman to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration
of a member of the Key Management Personnel for the Company.
Enquiries
Shareholders are invited to contact the Company Secretary on (03) 9692 7222 if they have any queries in respect of the matters
set out in these documents.
6
EXPLANATORY STATEMENT
Purpose of Information
This Explanatory Statement (“Statement”) accompanies and forms part of the Company’s Notice of Extraordinary
General Meeting (“Notice”) for the Extraordinary General Meeting (“Meeting”) will be held at Level 1, 3 - 5 George
Street Leichhardt NSW 2040 at 10.30am (AEST) on Monday, 23 June 2025.
The Notice incorporates, and should be read together, with this Statement.
Background to Resolutions 1 to 8
On 24 April 2025, the Company announced that it was undertaking a capital raising to raise up to approximately
$3,100,000 (before costs) by way of Placement and Share Purchase Plan (SPP). The Placement is to be
conducted in two tranches, Tranche 1 and Tranche 2 respectively, will result in the issue of 114,918,917 fully paid
ordinary shares (Shares) in the company, at an issue price of $0.0185 (1.85 cents) per Share and 114,918,917
free attaching unlisted options (Options), exercisable at $0.04 (4 cents) expiring 36 months from the date of issue.
Participants will receive 1 Option for every Share subscribed.
The issue of 46,929,731 Shares and 46,929,731 Options under Tranche 1 of the Placement was completed on 5
May 2025 under the Company’s existing Placement capacity under ASX Listing Rule 7.1. The Company is
seeking ratification of this issue under Resolution 1.
Tranche 2 is subject to shareholder approval and if approved will result in 67,448,645 Shares and 67,448,645
Options being issued to professional sophisticated and other exempt investors. In addition approval is also being
sought for the issue of 540,541 Shares and 540,541 Options to Director Anthony May.
As part of the SPP, the Company is seeking shareholder approval to raise up to $1,000,000 by issuing up to
54,054,054 Shares and 54,054,054 Options (SPP Securities) to existing shareholders, on the same terms as
that of the placement participants. Further Directors John Kelly and Patrick Cook have committed to participate
in the SPP,, approvals for which is being sought under Resolution 6 & 7. The SPP Securities are being offered
under a Prospectus, the Company is not relying on ASX Listing Rule 7.2 (Exception 5). Shareholders can
individually participate up to a maximum of $30,000.
The Placement, SPP and associated resolutions are summarized below:
Resolution 1 to ratify the issue of 46,929,731 Shares and 46,929,731 Options, as part of Tranche 1
Placement;
Resolution 2 to approve the issue of 67,448,645 Shares, as part of Tranche 2 Placement;
Resolution 3 to approve the issue of 67,448,645 Options, as part of Tranche 2 Placement;
Resolution 4 to approve the issue of 540,541 Shares and 540,541 Options to Director Anthony May, as
part of the Tranche 2 Placement
Resolution 5 to approve the issue of up to 54,054,054 Shares and 54,054,054 Options, as part of the
Share Purchase Plan
Resolution 6 to approval the issue of 1,621,622 Shares and 1,621,622 Options to Director John Kelly,
under the Share Purchase Plan
Resolution 7 to approval the issue of 540,541 Shares and 540,541 Options to Director Patrick Cook,
under the Share Purchase Plan
Resolution 8 to approve the issue of up to 54,054,054 Shares and 54,054,054 Options, as part of the
Share Purchase Plan Shortfall Placement
Resolution 1: Ratification of prior issue of 46,929,731 Shares and 46,929,731 Options, as part of Tranche
1 Placement
Background
As noted above, the Company is seeking shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the
issue of 46,929,731 Shares in the Company. at an issue price of $0.0185 (1.85 cents) per Share and 46,929,731
Options, on 5 May 2025 on the terms as announced on 24 April 2025 (Tranche 1 Securities).
7
The Shares and Options were issued without shareholder approval from the Company’s 15% placement capacity
pursuant to ASX Listing Rule 7.1.
ASX Listing Rules
ASX Listing Rules 7.1 allow the Company to issue new securities up to 15% of the existing capital of the Company
in any 12-month period without the prior approval of Shareholders, unless one of the exceptions in ASX Listing
Rule 7.2 applies. The Placement was within the Company’s available placement capacity under ASX Listing Rules
7.1.
Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of
shareholders for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 at the time
and shareholders subsequently approve it. The Company now seeks Shareholder ratification of the issue
pursuant to ASX Listing Rule 7.4 in order to retain as much flexibility as possible to issue additional equity
securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.
If Resolution 1 is approved, the prior issue of Tranche 1 Securities will be excluded from the calculation of the
number of equity securities the Company can issue without Shareholder approval under ASX Listing Rule 7.1.
The Company will therefore have the flexibility, if required, to issue additional equity securities without the Tranche
1 Securities counting towards the 15% threshold for the purposes of ASX Listing Rule 7.1.
If this Resolution 1 is not approved, the prior issue of Tranche 1 Securities will be included in the calculation of
the number of equity securities the Company can issue without Shareholder approval under ASX Listing Rules
7.1. The Company will therefore have the Tranche 1 Securities, as counting towards the 15% threshold for the
purposes of ASX Listing Rule 7.1.
ASX Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of
obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:
(a)
The Tranche 1 Shares were issued to professional and sophisticated investors who were introduced to
the Company by GZ Family Holdings Pty Ltd and through the following brokers: 180 Markets, Bay
Financial, and BW Equities. GZ Family Holdings Pty Ltd, a 16.52% substantial shareholder of the
Company, were issued shares as part of the Placement. There were no other participants in the
Placement that were investors required to be disclosed under ASX Guidance Note 21, such as related
parties of the entity, member of the Company’s key management personnel, substantial shareholders of
the Company, advisors of the Company and they have not been issued with more than 1% of the current
issued capital
(b)
the number and class of securities issued were 46,929,731 Shares fully paid ordinary shares in the
Company and 46,929,731 unlisted options, issued on 5 May 2025;
(c)
the Tranche 1 Shares were issued at a price of $0.0185 (1.85 cents) per Share;
(d)
the Options were issued to the investors under the Tranche 1 Placement, with an exercise price of 0.04
(4 cents), expiring 36 months from the date of issue. The material terms of Options are as set out in
Annexure A;
(e)
the issue of Options will not raise any funds however, if any options are exercised in the future, the funds
raised will be used to advance projects or working capital at the time of any such exercise; and
(f)
the purpose of the issue was to raise funds for general working capital, with specific use to be determined
upon the board renewal that occurred on 2 May 2025.
(g)
the purpose of the issue of the free-attaching Options was to incentivise participants in the Placement.
Board Recommendation
The Board believes that this Resolution is in the best interests of the Company and recommends that
Shareholders vote in favour of this Resolution.
The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.
8
Voting Exclusions
A voting exclusion statement for this resolution is set out in Note 6 above.
Resolution 2: Approval to issue 67,448,645 Shares as part of Tranche 2 of Placement
Background
The Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.1, to allot, 67,448,645 Shares in
the Company at an issue price of $0.0185 (1.85 cents) per share, as part of the Tranche 2 Placement of Shares,
announced on 24 April 2025 to professional, sophisticated and other exempt investors under the Placement.
ASX Listing Rules
ASX Listing Rule 7.1 provides that a company must not, without shareholder approval, issue or agree to issue
more securities during any 12 month period than that amount which represents 15% of the number of fully paid
ordinary securities on issue at the commencement of that 12 month period. The issue of 67,448,645 fully paid
ordinary shares exceeds that 15% limit, the Company therefore seeks shareholder approval under Listing Rule
7.1.
If Resolution 2 is passed, the Company will issue the 67,448,645 Shares without using any of its placement
capacity under Listing Rule 7.1 and retain the flexibility to make future issues of equity securities up to the 15%
limit and raise approximately $1.2 before issue costs. If Resolution 2 is not passed, the Company will not be able
to issue the 67,448,645 Shares under the Placement.
ASX Listing Rule 7.3 requires that the following information be provided to Shareholders for the purpose of
obtaining Shareholder approval pursuant to ASX Listing Rule 7.1:
(a) The Shares will be issued to professional and sophisticated investors who were introduced to the
Company by GZ Family Holdings Pty Ltd and through the following brokers: 180 Markets, Bay Financial,
and BW Equities. GZ Family Holdings Pty Ltd, a 16.52% substantial shareholder of the Company, will be
issued shares as part of the Placement. There are no other participants in the Placement that are
investors required to be disclosed under ASX Guidance Note 21, such as related parties of the entity,
member of the Company’s key management personnel, substantial shareholders of the Company,
advisors of the Company and they have not been issued with more than 1% of the current issued capital;
(b) the number and class of securities issued are 67,448,645 fully paid ordinary shares in the Company;
(c) the date by which the Company will issue the securities will be no later than three (3) months after the
date of thi
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