Notice of Extraordinary General Meeting/Proxy Form
Released
Released
Announcement PDF
ABX GROUP LIMITED
ACN 139 494 885
Notice of Extraordinary General Meeting
Explanatory Statement and Proxy Form
Date of Meeting:
Monday, 2 March 2026
Time of Meeting:
1:30 pm (AEDT)
The meeting will be held by live webcast via:
Zoom webinar
In accordance with the Corporations Act 2001 (Cth) which provides for permanent relief for companies to use
electronic communications to send meeting materials, no hard copy of the Notice of Meeting and Explanatory
Statement (“EGM Materials”) will be circulated unless Shareholders have elected to receive the EGM
Materials in paper form. The Notice of Meeting is also available on the Australian Securities Exchange Market
Announcements Platform and on the Company’s website https://abxgroup.com.au/announcements.
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.
ABX GROUP LIMITED
ACN 139 494 885
Registered office: Suite 2, Level 11, 385 Bourke Street, Melbourne, VIC, 3000.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that the Extraordinary General Meeting of ABx Group Limited (the “Company”) will
be held by video-conferencing facility on Monday, 2 March 2026 at 1:30 pm (AEDT) (“Extraordinary
General Meeting” or "Meeting" or “EGM”).
The technology used to hold the Meeting virtually will provide ABx Shareholders with a reasonable opportunity to
ask questions or make comments. Voting at the Meeting is occurring by way of poll rather than a show of hands.
Each person entitled to vote is to be given the opportunity to vote in real time, and this Notice of Meeting includes
information about how shareholders can participate in the Meeting. ABx Shareholders attending virtually will be
taken for all purposes to be in attendance as if they were physically there.
Shareholders are encouraged to submit their proxies as early as possible and in any event prior to the cut-off for
proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy
form.
Shareholders who wish to participate in the EGM online may register in advance for the Meeting:
https://vistra.zoom.us/webinar/register/WN_EWJF8KpsRD6o0Y4aLpFdxA
When: Monday, 2 March 2026 at 1:30 pm (AEDT)
Topic: ABX: Extraordinary General Meeting
After registering, you will receive a confirmation email containing information about joining the Meeting. The
Company strongly recommends its Shareholders to lodge a direct proxy as soon as possible in advance of the
Meeting even if they are planning to attend the Meeting online.
The Company is happy to accept and answer questions submitted prior to the Meeting by email to the Company
Secretary Mathew Watkins, mathew.watkins@vistra.com. Where a written question is raised in respect to the key
management personnel (“KMP”) of the Company and/or the Resolutions to be considered at the Meeting, the
Company will address the relevant question during the course of the Meeting or by written response after the
Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).
Any Shareholder wishing to attend the EGM online should therefore monitor the Company’s website and its ASX
announcements for any updates about the EGM. If it becomes necessary or appropriate to make alternative
arrangements for the holding or conduct of the Meeting, the Company will make further information available
through the ASX website at https://www.asx.com.au/markets/company/ABX (ASX:ABX) and on its website at
https://abxgroup.com.au/announcements.
AGENDA
ORDINARY BUSINESS
Resolution 1: Ratification of Prior Share Issue Under Tranche 1 Placement
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 63,276,131
fully paid ordinary shares in the Company at an issue price of $0.081 (8.1 cents) per share, to professional,
sophisticated and other exempt investors as described in the Explanatory Statement.”
Resolution 2: Approval to Issue Shares Under Tranche 2 Placement to Non-Related Parties
To consider, and if thought fit, 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 proposed issue
of 10,180,659 fully paid ordinary shares in the Company at an issue price of $0.081 (8.1 cents) per share on the
2 December 2025, to professional, sophisticated and other exempt investors as described in the Explanatory
Statement.”
Resolution 3: Approval to issue Free Attaching Options under Tranche 2 Placement to Non-Related
Parties
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 proposed
allotment and issue of up to 36,728,395 Free Attaching Options in the Company in relation to the Placement, on
the terms and conditions as set out in the Explanatory Statement."
Resolution 4: Approval to Issue Shares and Free Attaching Options under Tranche 2 Placement to
Joycelyn Morton (and/or her 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, approval be given to issue 617,284 fully
paid ordinary shares at an issue price of $0.081 (8.1 cents) per Share and 308,642 Free Attaching Options in the
Company to Joycelyn Morton, Director of the Company, (or her nominee(s)), on the terms and conditions set out
in the Explanatory Statement accompanying the Notice of Meeting."
Resolution 5: Approval to Issue Shares and Free Attaching Options under Tranche 2 of Placement to Ian
Levy (and/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, approval be given to issue 617,284 fully
paid ordinary shares at an issue price of $0.081 (8.1 cents) per Share and 308,642 Free Attaching Options in the
Company to Ian Levy, Director of the Company, (or his nominee(s)), on the terms and conditions set out in the
Explanatory Statement accompanying the Notice of Meeting."
Resolution 6: Approval to Issue Options Under Tranche 2 of the Placement to the Lead Manager (or their
nominee(s))
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, approval is given for the Company to issue
11,039,876 options in the Company to the Lead Manager (or their nominees) on the terms and conditions set out
in the Explanatory Statement accompanying the Notice of Meeting.”
Resolution 7: Ratification of Prior issue of Shares as Settlement of Interest Follow Conversion of
Convertible Notes
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the
prior issue of 17,986 fully paid ordinary shares issued on 22 April 2025 and 65,513 fully paid ordinary shares
issued on 10 October 2025, which were issued to the holders of the Company’s Convertible Notes in settlement
of accrued interest payable upon conversion of those notes, on the terms and conditions set out in the Explanatory
Statement accompanying the Notice of Meeting.”
Resolution 8: Approval to Issue Broker Options to the Joint Lead Managers (or their nominees)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue
15,000,000 Broker Options in the Company to the Joint Lead Managers (or their nominees) on the terms and
conditions set out in the Explanatory Statement accompanying the Notice of Meeting.”
BY ORDER OF THE BOARD
Mathew Watkins
Company Secretary
23 January 2026
Notes
1. Entire Notice: The details of the Resolutions contained in the Explanatory Notes accompanying this Notice of
Extraordinary General Meeting should be read together with, and form part of, the Notice of Meeting.
2. Record Date: The Company has determined that for the purposes of the Meeting, shares will be taken to be held
by the persons who are registered as holding the shares at 7.00pm (AEDT) on the date 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) Votes at the Extraordinary General Meeting may be given personally or by proxy, attorney, or representative.
(b) Each Shareholder has a right to appoint one or two proxies.
(c) A proxy need not be a shareholder of the Company.
(d) If a Shareholder is a company, it must execute under its common seal or otherwise in accordance with its
constitution or the Corporations Act.
(e) 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.
(f) 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.
(g) A proxy must be signed by the Shareholder or their 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.
(h) To be effective, Proxy Forms must be received by the Company’s share registry (Computershare Investor
Services Pty Limited) no later than 48 hours before the commencement of the Extraordinary General Meeting,
this is no later than 1:30 pm (AEDT) on Saturday, 28 February 2026. Any proxy received after that time will
not be valid for the scheduled Meeting.
4. 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 them
to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of
the Meeting.
5. Voting Exclusion Statement:
Resolutions 1, 2, 3 and 6
The Company will disregard any votes cast in favour on these Resolutions by or on behalf of any person who
participated (in the case of Resolution 1) or who will obtain a material benefit as a result of the issue of securities
that are the subject of Resolutions 2, 3 and 6 (except a benefit solely by reason of being a holder of ordinary shares
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 resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance
with a direction given to the chair to vote on the resolution 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 resolution; and
ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolutions 4 and 5
The Company will disregard any votes cast in favour of these Resolutions (respectively and separately) by or on
behalf of:
(a) Joycelyn Morton and Ian Levy 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
(b) an associate of person referred to in the preceding paragraph.
However, this does not apply to a vote cast in favour of the resolution by:
(a) a person as 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 resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) 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 resolution; and
ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder
to vote in that way.
Resolution 7
The Company will disregard any votes cast in favour of this Resolution by or on behalf:
(a) a person who was issued Shares in settlement of accrued interest on the Convertible Notes; or
(b) an associate of that person.
However, this does not apply to a vote cast in favour of the resolution by:
(a) a person as 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 resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) 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 resolution; and
ii. the holder votes on the resolution 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 on this Resolution by or on behalf of any person 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 shares in the entity) or any associates of that person or those persons.
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 resolution in that way, or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with a direction given to the Chair to vote on the resolution 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 resolution, and
ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder
to vote in that way
6. Enquiries
Shareholders are invited to contact the Company Secretary, Mathew Watkins on (03) 9692 7222 if they have any
queries in respect of the matters set out in these documents.
EXPLANATORY STATEMENT
Introduction
This Explanatory Statement (“Statement”) is included in and forms part of the Notice of Extraordinary General
Meeting. The purpose of this Statement is to provide Shareholders with information they require to make an
informed decision on the resolutions.
If you are in doubt as to how to vote, you should seek advice from your accountant, solicitor, tax advisor or other
professional adviser prior to voting. It is important that you read this Statement in its entirety for a detailed
explanation of the resolutions.
Defined terms used in this Notice have the meanings given to them in the Glossary at the end of this Notice. The
Notice incorporates and should be read together with this Statement.
Background to Resolutions
On 25 November 2025, the Company announced that it had successfully raised $6,050,000 through a Share
Placement to a number of new institutional, high-net-worth, and other exempt investors. In addition, Directors have
provided binding commitments to participate in the Placement, subject to shareholder approval.
The Placement comprises the issue of 74,691,359 fully paid ordinary shares (New Shares) at an issue price of
$0.081 (8.1 cents) per share. Subject to shareholder approval, participants will also receive one free attaching
option for every two New Shares issued (Free Attaching Options). Each Free Attaching Options will be
exercisable at $0.10 for a fully paid ordinary share and will expire on 14 November 2027 with the Company to
seek quotation of the Free Attaching Options subject to relevant regulatory approvals.
The Placement is being conducted in two tranches:
• Tranche 1: 63,276,131 New Shares were issued on 2 December 2025 to non-related parties, under the
Company’s existing placement capacity pursuant to Listing Rules 7.1 and 7.1A.
• Tranche 2: Subject to shareholder approval, 10,180,659 New Shares will be issued to non-related parties,
1,234,568 New Shares will be issued to participating Directors, and all Free Attaching Options and Lead
Manager Options (outlined below).
Alpine Capital Pty Ltd (Alpine) acted as Lead Manager to the Placement. Alpine is entitled to a fee of 6% on the
funds raised, comprising a 2% management fee and a 4% selling fee (excluding where funds raised come as a
result of introductions from the Company). In addition, Alpine will receive 11,039,876 options (Lead Manager
Options) on the same terms as the Free Attaching Options (see Schedule 1), with the issue of the Lead Manager
Options also subject to shareholder approval.
The two tranche Placement and associated resolutions are summarised below:
• Resolution 1: Ratification of issue of 63,276,131 New Shares under Tranche 1 Placement,
• Resolution 2: Approval to issue 10,180,659 New Shares under Tranche 2 Placement to non-related
parties,
• Resolution 3: Approval to issue 36,728,395 Free Attaching Options under Tranche 2 Placement to non-
related parties,
• Resolution 4: Approval to issue 617,284 New Shares and 308,642 Free Attaching Options under Tranche
2 Placement to Joycelyn Morton (and/or her nominee(s)),
• Resolution 5: Approval to issue 617,284 New Shares and 308,642 Free Attaching Options under Tranche
2 Placement to Ian Levy (and/or his nominee(s)),
• Resolution 6: Approval to issue 11,039,876 Lead Manager Options under Tranche 2 Placement to the
Lead Manager (or their nominee(s)),
ORDINARY BUSINESS
Resolution 1: Ratification of prior share issue under Tranche 1 Placement
Background
As outlined above, the Company is seeking shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the
issue of 63,276,131 fully paid ordinary shares in the Company on 2 December 2025 at an issue price of $0.081
(8.1 cents) per share, to professional, sophisticated and other exempt investors, to professional, sophisticated and
other exempt investors under the Placement.
The Shares were issued without shareholder approval from the Company’s 15% placement capacity pursuant to
ASX Listing Rule 7.1 and 10% placement capacity pursuant to ASX Lising Rule 7.1A.
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.
ASX Listing Rule 7.1A provides that a Company may seek shareholder approval at its annual general meeting to
issue additional quoted securities up to 10% of its issued capital, provided that it is an eligible entity (Eligible
Entity).
An Eligible Entity is one that, as at the date of the relevant annual general meeting:
• it must have a market capitalisation of $300 million or less.
• it must not be included in the S&P/ASX 300 Index.
At the time the approval was obtained (the Company’s last Annual General Meeting 26 May 2025), the Company
was an Eligible Entity.
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 Rules 7.1 and 7.1A if the issue did not breach ASX Listing Rules 7.1
and 7.1A at the time and shareholders subsequently approve it of which it did not breach during the period. 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 this Resolution is approved, the prior issue of 63,276,131 New Shares may be treated by the Company as having
been made with Shareholder approval under ASX Listing Rule 7.1. The Company will therefore have the flexibility,
if required, to issue additional equity securities without the 63,276,131 New Shares counting towards the 25%
threshold for the purposes of ASX Listing Rules 7.1 and 7.1A.
If this Resolution is not approved, the prior issue of 63,276,131 New Shares will not be treated by the Company
as having been made with Shareholder approval under ASX Listing Rules 7.1. The Company will therefore have
the 63,276,131 New Shares, as counting towards the 25% threshold for the purposes of ASX Listing Rules 7.1
and 7.1A.
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 New Shares were issued to new institutional, high-net-worth, and other exempt investors,
identified by the book build conducted by the lead manager. There were no 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,
and advisors of the Company,
(b) the number and class of securities issued were 63,276,131 fully paid ordinary shares (with 33,352,279
and 29,923,852 shares issued out of ASX Listing Rule 7.1 and 7.1A respectively) in the Company issued
on 2 December 2025,
(c) the Tranche 1 Shares were issued at a price of $0.081 (8.1 cents) per Share,
(d) the purpose of the issue was to apply the proceeds of the Placement to advancing the Deep Leads rare
earths project, including engineering with supporting metallurgical studies, exploration drilling in new
tenements to increase resource, and securing offtake agreements with customers, constructing and
commissioning the ALCORE pilot plant for producing hydrogen fluoride from an aluminium smelter by-
product, working capital, and costs of the offer.
(e) The Tranche 1 New Shares were issued under a firm commitment acceptance letter that contained the
terms for the placement of shares and attaching options consistent with those outlined in this Notice of
Meeting.
Voting Exclusions
For voting exclusions refer to Note 5.
Board Recommendation
The Board recommends that shareholders vote in FAVOUR of this Resolution.
Voting Intention
The Chair of the Meeting intends to vote undirected proxies in FAVOUR of this Resolution.
Resolution 2: Approval to Issue Shares Under Tranche 2 Placement to Non-Related Parties
Background
As outlined above, the Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.1, to issue
10,180,659 New Shares (New Shares) to professional, sophisticated and other exempt investors who participated
in the Placement, on the terms as announced to the market on 25 November 2025.
ASX Listing Rules
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities
that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the
fully paid ordinary securities it had on issue at the start of that period.
The proposed issue of 10,180,659 New Shares does not fall within any of the exceptions and would exceed the
Company’s 15% limit in Listing Rule 7.1. The issue of 10,180,659 New Shares, therefore, requires the approval
of Shareholders under Listing Rule 7.1.
This Resolution seeks the required Shareholder approval to issue the 10,180,659 New Shares under and for the
purposes of Listing Rule 7.1:
• If this Resolution is passed, the Company will be able to proceed with the issue and will issue the
10,180,659 New Shares to the participates under Tranche 2 of the Placement. In addition, the issue will
be excluded from the calculation of the number of Equity Securities that the Company can issue without
shareholder approval under Listing Rule 7.1.
• If this Resolution is not passed, the Company will not be able to proceed with the proposed issue of the
10,180,659 New Shares.
ASX Listing Rule Disclosure Requirements
The following information is provided in relation to this Resolution, as required by ASX Listing Rule 7.3:
(a) the 10,180,659 New Shares will be issued to the participates under Tranche 2 of the Placement, who are
professional, sophisticated and other exempt investors. It is noted that Related Parties of the Company
intend to participate in the Placement. The issue of securities to these Related Parties is not included in
the figures mentioned under this Resolution and are subject to further Shareholder approval being granted
under Resolutions 4 and 5. Accordingly, there is no participant in the proposed issue of the 10,180,660
New Shares under this Resolution that was or will be an investor required to be disclosed under ASX
Guidance Note 21 which will include a;
i. related party of the Company;
ii. member of key management personnel;
iii. substantial holder in the Company;
iv. adviser to the Company; or
v. associate of any of the above;
vi. and the securities issued constitute more than 1% of the Company’s current issued capital.
(b) the number and class of securities being issued is 10,180,659 fully ordinary paid shares,
(c) the New Shares are fully paid ordinary shares and will rank equally from the date of issue with existing
Shares on issue,
(d) the New Shares will be issued by no later than three (3) months after the date of the Meeting,
(e) the New Shares will be issued at a price of $0.081 (8.1 cents) per Share, and
(f) the purpose of the issue is to raise funds for advancing the Deep Leads rare earths project, including
engineering with supporting metallurgical studies, exploration drilling in new tenements to increase
resource, and securing offtake agreements with customers, constructing and commissioning the ALCORE
pilot plant for producing hydrogen fluoride from an aluminium smelter by-product, working capital, and
costs of the offer.
Voting Exclusions
Refer to Note 5 for voting exclusions.
Board Recommendation
The Board recommends that shareholders vote in FAVOUR of this Resolution.
Voting Intention
The Chair of the Meeting intends to vote undirected proxies in FAVOUR of this Resolution.
Resolution 3: Approval to Issue Free Attaching Options under Tranche 2 Placement to non-related parties
Background
As outlined above, the Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.1, to issue
36,728,395 Free Attaching Options to professional, sophisticated and other exempt investors who participated in
the Placement, on the terms as announced on 25 November 2025.
ASX Listing Rules
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities
that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the
fully paid ordinary securities it had on issue at the start of that period.
The proposed issue of Free Attaching Options does not fall within any of the exceptions and would exceed the
Company’s 15% limit in Listing Rule 7.1. The issue of Free Attaching Options, therefore, requires the approval of
Shareholders under Listing Rule 7.1.
This Resolution seeks the required Shareholder approval to issue the Free Attaching Options under and for the
purposes of Listing Rule 7.1:
• If this Resolution is passed, the Company will be able to proceed with the issue and will issue the Free
Attaching Options to the participates under Tranche 1 Placement. In addition, the issue will be excluded
from the calculation of the number of Equity Securities that the Company can issue without shareholder
approval under Listing Rule 7.1.
• If this Resolution is not passed, the Company will not be able to proceed with the proposed issue of the
Free Attaching Options.
ASX Listing Rule Disclosure Requirements
The following information is provided in relation to this Resolution, as required by ASX Listing Rule 7.3:
(a) the Free Attaching Options will be issued to the participates under Tranche 1 and Tranche 2 of the
Placement, who are professional, sophisticated and other
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