Letter to Shareholders, Notice of AGM & Proxy Form
Released
Released
Announcement PDF
All Registry communications to:
Automic
Group GPO
Box 5193
Sydney NSW 2001
Telephone (free call within Australia): 1300 288 664
ASX Code: CYP
23 October 2026
Upcoming Annual General Meeting of Shareholders
Dear Shareholder
Cynata Therapeutics Limited ACN 104 037 372 (ASX: CYP or “the Company”), advises the 2026 Annual General Meeting will be
held in person at the Becketts Lawyers, Level 34, 120 Collins Street, Melbourne, Victoria 3000 on Wednesday, 25 November 2026
at 12.00 pm (AEDT) (Meeting).
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and
downloaded by shareholders of the Company (Shareholders) from the Company’s website at https://cynata.com or the
Company's ASX market announcements platform at www.asx.com.au (ASX: CYP).
In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021
Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have
already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.
Voting by Proxy
For further information on the online proxy lodgment process, or if you require a hard copy Proxy Form, please contact the
Company’s Share Registry, Automic Registry Services (Automic), at hello@automicgroup.com.au or via phone on 1300 288 664
(within Australia) or +61 2 9698 5414 (overseas).
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting via email at info@cynata.com.
Copies of all Meeting related material including the Notice and the Company's Annual Report, are available to download from the
Company’s website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the
Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the
Company’s website.
Authorised for ASX release by the Company Secretary.
Online
scan the QR code
below using your
smartphone
Lodge your Proxy vote online at https://singleholding.automic.com.au/login by following the below
instructions:
1. Login to the Automic website using the holding details as shown on your holding statement.
2. Click on ‘Meetings’ - ‘Vote’.
To use the online lodgment facility, Shareholders will need their holder number (Securityholder
Reference Number (SRN) or Holder Identification Number (HIN)) as shown at the top of your holding
statement.
CYNATA THERAPEUTICS LIMITED
ACN 104 037 372
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be convened at Becketts
Lawyers, Level 34, 120 Collins Street, Melbourne, VIC 3000 on 25 November 2026
at 12.00 pm (AEDT).
This Notice of Annual General Meeting 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 adviser
prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by
telephone on +61 8 6377 8043.
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CYNATA THERAPEUTICS LIMITED
ACN 104 037 372
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of Shareholders of Cynata Therapeutics Limited
(Company) will be held at Becketts Lawyers, Level 34, 120 Collins Street, Melbourne, VIC 3000 on
Wednesday, 25 November 2026 at 12.00 pm (AEDT) (Meeting).
The Explanatory Memorandum to this Notice provides additional information on matters to be considered
at the Meeting. The Explanatory Memorandum also forms part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth)
that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday,
23 November 2026 at 7.00pm (AEDT).
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 15 of
the Explanatory Memorandum.
AGENDA
Annual Report
To table and consider the Annual Report of the Company and its controlled entities for the year
ended 30 June 2026, which includes the Financial Report, the Directors' Report and the Auditor's
Report.
1. Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the
Remuneration Report be adopted."
Note: The vote on this Resolution is advisory only and does not bind the Directors or the
Company.
2. Resolution 2 – Election of Dr Kilian Kelly as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Dr Kilian Kelly, who retires in accordance with Listing Rule 14.5 and rule 8.1(f) of the
Constitution, being eligible and offering himself for election, is elected as a Director."
3. Resolution 3 – Approval of 10% Placement Facility
To consider and, if thought fit, to pass the following resolution as a special resolution:
"The Company have the additional capacity to issue equity securities provided for in Listing Rule
7.1A."
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4. Resolution 4 – Ratification of the issue of Shares under the
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, the issue of 6,000,000
Shares to sophisticated and professional investors under the Placement, details of which are set
out in the Explanatory Memorandum, be ratified by Shareholders."
Note: A voting exclusion applies to this Resolution.
5. Resolution 5 – Ratification of the issue of the Adviser Shares
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, the issue of 2,000,000
Adviser Shares, details of which are set out in the Explanatory Memorandum, be approved by
Shareholders."
Note: A voting exclusion applies to this Resolution.
6. Resolution 6 – Approval of Issue of Equity Securities under
Cynata Equity Incentive Plan
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.2 Exception 13(b), and for all other purposes, approval
is given for the issue of equity securities under the “Cynata Equity Incentive Plan”, on the terms
and conditions set out in the Explanatory Memorandum.”
Note: A voting exclusion applies to this Resolution.
7. Resolution 7 – Reinsertion of Proportional Takeover Approval
Provisions
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of sections 136(2) and 648G(4) of the Corporations Act and for all other
purposes, the Constitution be modified by reinserting the proportional takeover approval
provisions in the form of rule 6 set out in Schedule 2 to the Explanatory Memorandum, with effect
from the date of this Meeting for a period of three years.”
8. Resolution 8 – Issue of Director Fee Rights to Dr Geoff Brooke in
lieu of cash fees
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the
issue of Director Fee Rights to Dr Geoff Brooke (or nominee) on the terms and conditions set
out in the Explanatory Memorandum.”
Note: A voting exclusion applies to this Resolution.
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9. Resolution 9 – Issue of Director Fee Rights to Ms Janine Rolfe in
lieu of cash fees
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the
issue of Director Fee Rights to Ms Janine Rolfe (or nominee) on the terms and conditions set out
in the Explanatory Memorandum.”
Note: A voting exclusion applies to this Resolution.
10. Resolution 10 – Issue of Director Fee Rights to Dr Kilian Kelly in
lieu of cash fees
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the
issue of Director Fee Rights to Dr Kilian Kelly (or nominee) on the terms and conditions set out
in the Explanatory Memorandum.”
Note: A voting exclusion applies to this Resolution.
11. Resolution 11 – Buy-back of Acuity Shares
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of section 257D of the Corporations Act and for all other purposes,
approval is given for the Company to selectively buy-back and cancel 7,200,000 Acuity Shares,
on the terms and conditions set out in the Explanatory Memorandum.”
Note: A voting exclusion applies to this Resolution.
12. Resolution 12 – Ratification of the issue of the Underwriter
Options
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, the issue of 18,000,000
Underwriter Options, details of which are set out in the Explanatory Memorandum, be
approved by Shareholders.
Note: a voting exclusion applies to this Resolution.
13. Resolution 13 – Election of Geoff Pocock as a Director
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
That, for the purposes of Rule 8.1(j) of the Constitution and for all other purposes, Geoff
Pocock, having been nominated to be elected as a Director by a member in accordance with the
Constitution, being eligible and consenting to the nomination, is elected as a Director. Voting
exclusions
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The Company will disregard any votes cast on any of the Resolutions by or on behalf of the
persons set out below.
Resolution Voting exclusions
Resolution 1 Votes cast:
• by Key Management Personnel named in the Remuneration
Report or their Closely Related Parties (regardless of the capacity
in which the vote is cast); and
• as proxy by a person who is a member of the Key Management
Personnel on the date of the Meeting or their Closely Related
Parties.
However, votes will not be disregarded if they are cast:
• as proxy or attorney for a person entitled to vote on the
Resolution in accordance with the directions on the proxy form;
or
• by the Chair of the Meeting in accordance with an express
authorisation in the proxy form to exercise the proxy even though
the Resolution is connected with the remuneration of the Key
Management Personnel.
Resolution 4 – Ratification
of the issue of Shares
under the Placement
Votes cast in favour of the Resolution by Placement participants (or
their nominee(s)) and any of their Associates.
Resolution 5 – Ratification
of the issue of the Adviser
Shares
Votes cast in favour of the Resolution by or on behalf of Polaris
Consulting (or its nominee(s)) and any of their Associates.
Resolution 6 – Approval of
Issue of Equity Securities
under Cynata Equity
Incentive Plan
Votes cast:
• in favour of the Resolution by or on behalf of any person who is
eligible to participate in the Plan and any of their Associates,
regardless of the capacity in which the vote is cast; and
• as proxy by a person who is a member of Key Management
Personnel on the date of the Meeting or their Closely Related
Parties.
Resolution 8 – Approval of
the issue of Director Fee
Rights to Dr Geoff Brooke
Votes cast:
• in favour of the Resolution by or on behalf of Dr Geoff Brooke, his
nominee(s) and any of their Associates; and
• as proxy by a person who is a member of the Key Management
Personnel on the date of the Meeting or their Closely Related
Parties.
Resolution 9 – Approval of
the issue of Director Fee
Rights to Ms Janine Rolfe
Votes cast:
• in favour of the Resolution by or on behalf of Ms Janine Rolfe, her
nominee(s) and any of their Associates; and
• as proxy by a person who is a member of the Key Management
Personnel on the date of the Meeting or their Closely Related
Parties.
Resolution 10 – Approval
of the issue of Director
Fee Rights to Dr Kilian
Kelly
Votes cast:
• in favour of the Resolution by or on behalf of Dr Kilian Kelly, his
nominee(s) and any of their Associates; and
• as proxy by a person who is a member of the Key Management
Personnel on the date of the Meeting or their Closely Related
Parties.
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Resolution Voting exclusions
Resolution 11 – Approval
of Buy-back of Acuity
Shares
Votes cast by or on behalf of Acuity Capital or by any of its Associates.
Resolution 12 –
Ratification of the issue of
the Underwriter Options
Votes cast by or on behalf of the Underwriter, Caravel Securities Pty
Ltd (or its nominee(s)) and any of their Associates.
However, the Company need not disregard votes cast in favour of Resolutions 4, 5, 6, 8, 9, 10
and 12 if the vote is cast by:
(a) a person as proxy or attorney for a person who is entitled to vote on the resolution,
in accordance with the directions given to the proxy or attorney to vote on the
resolution in that way; or
(b) the person chairing the Meeting as proxy or attorney for a person who is entitled to
vote on the resolution, in accordance with the direction given to the chair to vote 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 the directions given
by the beneficiary to the holder to vote in that way.
14. Express authorisation of the Chair
If a Shareholder appoints the Chair as their proxy, or the Chair is appointed as the Shareholder’s
proxy by default, and the Shareholder does not mark a voting box for any of Resolutions 1, 6, 8,
9 or 10, then by submitting the appointment the Shareholder expressly authorises the Chair to
exercise the proxy in respect of the relevant Resolution as they decide, even though the
Resolution is connected with the remuneration of one or more of the Company’s Key
Management Personnel. The Chair intends to vote all available proxies in favour of all
Resolutions.
All Resolutions will be determined by a poll.
Dated 19 October 2026
BY ORDER OF THE BOARD
Mr Peter Webse
Company Secretary
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CYNATA THERAPEUTICS LIMITED
ACN 104 037 372
EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the Meeting to be convened at Becketts
Lawyers, Level 34, 120 Collins Street, Melbourne, VIC 3000 on Wednesday, 25 November 2026
at 12.00 pm (AEDT).
This Explanatory Memorandum should be read in conjunction with and forms part of the
accompanying Notice. The purpose of this Explanatory Memorandum is to provide information
to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.
2. Action to be taken by Shareholders
Shareholders should read the Notice and this Explanatory Memorandum carefully before
deciding how to vote on the Resolutions.
2.1 Proxies
Please note that:
(a) a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies
and may specify the proportion or number of votes each proxy is appointed to
exercise, but where the proportion or number is not specified, each proxy may exercise
half of the votes.
Proxy votes can be lodged online at https://investor.automic.com.au/#/loginsah. Alternatively,
any proxy appointment documents may be provided:
(a) In Person – Automic, Level 5, 126 Phillip Street, Sydney NSW 2000;
(b) By Mail – Automic, GPO Box 5193, Sydney NSW 2001;
(c) By Email – meetings@automicgroup.com.au; or
(d) By Facsimile – +61 (0)2 8583 3040.
Proxy appointments must be received by 23 November 2026 at 12.00pm (AEDT), being not later
than 48 hours before the commencement of the Meeting. Any proxy appointments received
after that time will not be valid for the Meeting (unless otherwise determined by the Board).
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to
contact the Company Secretary on +61 8 6377 8043.
3. Annual Report
Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting.
Copies of the Annual Report can be found on the Company’s website www.cynata.com or by
contacting the Company Secretary on +61 8 6377 8043.
There is no requirement for Shareholders to approve the Annual Report.
7
In addition to being offered the opportunity to discuss the Annual Report, Shareholders will be
able to:
(a) ask questions or make comment on the management of the Company; and
(b) ask the auditor questions about the conduct of the audit and the preparation and
content of the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the Chair about the
management of the Company, or to the Company's auditor about:
(a) the preparation and the content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the
financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 Business Days before the Meeting to the Company Secretary
at the Company's registered office.
4. Resolution 1 – Adoption of Remuneration Report
Section 250R(2) of the Corporations Act provides that the Company is required to put the
Remuneration Report to a vote of Shareholders. The Directors' Report contains a Remuneration
Report which sets out the remuneration policy for the Company and reports the remuneration
arrangements in place for the executive and non-executive directors.
Section 250R(3) of the Corporations Act provides that this Resolution is advisory only and does
not bind the Directors of the Company. Of itself, a failure of Shareholders to pass this Resolution
will not require the Directors to alter any of the arrangements in the Remuneration Report.
However, under sections 250U and 250Y of the Corporations Act, Shareholders have the
opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more
at two consecutive annual general meetings (Two Strikes Rule).
Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote
of 25% or more at two consecutive annual general meetings, the Company will be required to
put to Shareholders at the second annual general meeting, a resolution on whether another
meeting should be held (within 90 days) at which all Directors (other than the Managing
Director, if applicable) who were in office at the date of approval of the applicable Directors'
Report must stand for re-election.
At the Company’s 2025 Annual General Meeting the Remuneration Report was approved by
over 75% of Shareholders present and voting.
In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting,
Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual
general meeting, the consequences are that all Directors (other than the Managing Director, if
applicable) may be up for re-election.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make
comments on, the Remuneration Report.
The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the
Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on
Resolution 1, by appointing the Chair as proxy, you are considered to have provided the Chair
with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s
intention.
8
5. Resolution 2 – Election of Dr Kilian Kelly as a Director
5.1 Background
Listing Rule 14.5 requires the Company to hold an election of Directors at each annual general
meeting.
Rule 8.1(f) of the Constitution provides that, to the extent that the Listing Rules requires an
election of directors to be held and no director would otherwise be required by the Constitution
to submit for election or re-election, the director to retire is any director who wishes to retire.
The Company has announced that Dr Paul Wotton will retire at the conclusion of this Meeting
and Dr Geoff Brooke and Ms Janine Rolfe retired and were re-elected at the 2025 Annual General
Meeting.
Dr Kilian Kelly, the Company’s former Managing Director, transitioned to a Non-Executive
Director on 6 July 2026 and accordingly the provisions of the Constitution and the Listing Rules
that exempt the managing director from re-election cease to apply. On that basis, Dr Kelly
wishes to retire and, being eligible, seek election as a Director.
Given Dr Kelly’s recent role as Managing Director and Chief Executive Officer, the Board
considers that Dr Kelly is not an independent Director.
5.2 Biography of Dr Kelly
Dr Kilian Kelly has over 20 years’ experience in biopharmaceutical research and development.
He joined Cynata on 3 March 2014 as Vice President, Product Development. He was
subsequently promoted to Chief Operating Officer on 20 May 2019, and then Chief Executive
Officer on 1 July 2023, when he also joined the Cynata Board as Managing Director. He continued
to serve as Chief Executive Officer and Managing Director until those positions were made
redundant on 6 July 2026, at which point he agreed to remain on the Board as a Non-Executive
Director.
Prior to joining Cynata, Dr Kelly held positions at Biota Pharmaceuticals, Mesoblast Limited,
Kendle International, Amgen and AstraZeneca. He holds a Masters in Pharmacy from Robert
Gordon University, Aberdeen and a PhD in Pharmaceutical Sciences from Strathclyde University,
Glasgow. He is a registered pharmacist and a member of the Royal Pharmaceutical Society, a
graduate and member of the Australian Institute of Company Directors (AICD), a member of the
International Society for Cell and Gene Therapy (ISCT), the International Society for Stem Cell
Research (ISSCR) and the Regulatory Affairs Professionals Society (RAPS).
5.3 Recommendation
Resolution 2 is an ordinary resolution.
The Board (other than Dr Kelly) unanimously recommend that Shareholders vote in favour of
the election of Dr Kelly.
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 2.
6. Resolution 3 – Approval of 10% Placement Facility
6.1 General
Listing Rule 7.1A enables eligible entities to seek approval of Shareholders by special resolution
to have the capacity to issue Equity Securities up to 10% of its issued share capital through
placements over a 12-month period after the annual general meeting (10% Placement Facility).
The 10% Placement Facility is in addition to the Company's 15% Placement Capacity.
9
6.2 ASX Listing Rule 7.1A
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.
Under Listing Rule 7.1A, an eligible entity can seek approval from its members by way of a special
resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to
25% for the 12 months following that meeting.
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 and which has a
market capitalisation of $300 million or less. The Company is an eligible entity for these
purposes.
Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have
the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without
further Shareholder approval.
If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined
25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity
to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will
remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set
out in Listing Rule 7.1.
6.3 Further requirements of Listing Rule 7.1A
(a) Shareholder approval
The ability to issue Equity Securities under the 10% Placement Facility is subject to
shareholder approval by way of a special resolution at an annual general meeting.
(b) Equity Securities
Any Equity Securities issued under the 10% Placement Facility must be in the same
class as an existing quoted class of Equity Securities of the Company.
The Company, as at the date of the Notice, has on issue one class of quoted Equity
Securities, being the Shares (ASX Code: CYP).
(c) Formula for calculating 10% Placement Facility
Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder
approval at an annual general meeting may issue or agree to issue, during the 10%
Placement Period, a number of Equity Securities calculated in accordance with the
following formula:
(A x D) – E
Where:
A is the number of shares on issue 12 months before the date of issue or
agreement:
(A) plus the number of fully paid shares issued in the 12 months under
an exception in Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the
12 months;
(C) plus the number of fully paid shares issued in the 12 months with
approval of holders of shares under Listing Rule 7.1 and 7.4. This
10
does not include an issue of fully paid shares under the entity's 15%
placement capacity without shareholder approval;
(D) less the number of fully paid shares cancelled in the 12 months.
Note that A has the same meaning in Listing Rule 7.1 when calculating an
entity's 15% placement capacity.
D is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing
Rule 7.1A.2 in the 12 months before the date of the issue or agreement to
issue that are not issued with the approval of shareholders under Listing Rule
7.1 or 7.4.
(d) Listing Rule 7.1 and Listing Rule 7.1A
The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition
to the entity's 15% placement capacity under Listing Rule 7.1.
The actual number of Equity Securities that the Company will have capacity to issue
under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities
in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.3(c)
above).
(e) Minimum Issue Price
The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than
75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading
Days in which trades in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is
agreed; or
(ii) if the Equity Securities are not issued within ten Trading Days of the date in
paragraph (i) above, the date on which the Equity Securities are issued,
(Minimum Issue Price).
(f) 10% Placement Period
Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid
from the date of the annual general meeting at which the approval is obtained and
expires on the first to occur of the following:
(i) the date that is 12 months after the date of the annual general meeting at
which the approval is obtained (which, in the case of Resolution 3, will be 25
November 2027);
(ii) the time and date of the Company’s 2027 annual general meeting; or
(iii) the date of the approval by Shareholders of a transaction under Listing Rules
11.1.2 (a significant change to the nature or scale of activities) or 11.2
(disposal of main undertaking),
(10% Placement Period).
6.4 Specific information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the
approval of the 10% Placement Facility as follows:
(a) The 10% Placement Period is as set out in Section 6.3(f) above.
(b) The Equity Securities will be issued at an issue price of not less than the Minimum Issue
Price (defined above) and must be issued for cash consideration.
11
(c) The Company may seek to issue the Equity Securities for cash consideration in order
to progress the development of the Company’s assets and for general working capital.
(d) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities
under the 10% Placement Facility, the existing Shareholders' voting power in the
Company will be diluted as shown in the below table. Current Shareholders should be
aware that there is a risk of economic and voting dilution that may result from an issue
of Equity Securities under the 10% Placement Facility, including the risk that:
(i) the market price for the Company's Equity Securities may be significantly
lower on the date of the issue of the Equity Securities than on the date of
the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the
market price for the Company's Equity Securities on the issue date,
which may have an effect on the amount of funds raised by the issue of the Equity
Securities.
The table below shows the dilution of existing Shareholders on the basis of the current
market price of Shares and the current number of ordinary securities for variable "A"
calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of t
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