Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
Patrys Limited
(ACN 123 055 363)
NOTICE OF ANNUAL GENERAL MEETING AND
EXPLANATORY MEMORANDUM
Monday, 30 November 2026
1:00pm AWST
To be held in person at
Level 2, 7 Havelock Street, West Perth, Western Australia 6005
The Annual Report is available online at https://www.patrys.com
This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety.
If Shareholders are in doubt as to how to vote, they should seek advice from their accountant,
solicitor or other professional adviser without delay.
Should you wish to discuss any matter, please do not hesitate to contact the Company by telephone
on +61 8 6165 8858.
NOTICE OF MEETING
Notice is given that the Annual General Meeting of Shareholders of Patrys Limited (ACN 123 055
363) (Company) will be held in person at Level 2, 7 Havelock Street, West Perth, Western Australia
6005 on Monday, 30 November 2026 commencing at 1:00pm AWST (Meeting).
The Explanatory Memorandum to this Notice provides additional information on matters to be
considered at the Meeting. The Explanatory Memorandum and the Proxy Form form 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
at 5:00pm AWST on Saturday, 28 November 2026.
The terms and abbreviations used in this Notice and Explanatory Memorandum are defined in
Schedule 1.
AGENDA
Annual Report
To table and consider the Annual Report of the Company and its controlled entities for the financial
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 as a non-binding resolution, the following:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes,
the Remuneration Report that forms part of the Directors’ Report for the financial year ended
30 June 2026 be adopted by the Shareholders on the terms and conditions set out in the
Explanatory Memorandum.”
Please note that a vote on this Resolution 1 is advisory only and does not bind the Directors
or the Company.
Voting Prohibition Statement
In accordance with section 250R of the Corporations Act, a vote on this Resolution 1 must not be cast (in any
capacity) by, or on behalf of, a member of the Key Management Personnel whose remuneration details are
included in the Remuneration Report, or a Closely Related Party of such a member. However, a vote may be cast
by such a person if:
(a) the person is acting as a proxy and the Proxy Form specifies how the proxy is to vote, and the vote is
not cast on behalf of a person who is otherwise excluded from voting on this Resolution 1 as described
above; or
(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to exercise the
proxy even though this Resolution 1 is connected directly or indirectly with the remuneration of a member
of the Key Management Personnel.
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2. Resolution 2 – Election of Director – Mr Dino Cercarelli
To consider, and, if thought fit, to pass with or without amendment, as an ordinary
resolution, the following:
“That, for the purposes of clause 15.1(c) of the Constitution, ASX Listing Rule 14.4 and for
all other purposes, Mr Dino Cercarelli, a Director who was appointed to fill a casual vacancy
on 28 January 2026, retires and, being eligible, is elected as a Director with immediate effect.”
3. Resolution 3 – Election of Director – Ms Leanne Kite
To consider, and, if thought fit, to pass with or without amendment, as an ordinary
resolution, the following:
“That, for the purposes of clause 15.1(c) of the Constitution, ASX Listing Rule 14.4 and for
all other purposes, Ms Leanne Kite, a Director who was appointed to fill a casual vacancy on
28 January 2026, retires and, being eligible, is elected as a Director with immediate effect.”
4. Resolution 4 – Election of Director – Mr Brian Leedman
To consider, and, if thought fit, to pass with or without amendment, as an ordinary
resolution, the following:
“That, for the purposes of clause 15.1(c) of the Constitution, ASX Listing Rule 14.4 and for
all other purposes, Mr Brian Leedman, a Director who was appointed to fill a casual vacancy
on 10 November 2025, retires and, being eligible, is elected as a Director with immediate
effect.”
5. Resolutions 5(a) and 5(b) – Approval to issue Director
Placement Securities (Mr Brian Leedman)
To consider, and, if thought fit, to pass with or without amendment, each of the following as
ordinary resolutions:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given
for the Company to issue up to:
(a) 2,083,333 Director Placement Shares; and
(b) 520,833 Director Placement Options,
to Mr Brian Leedman (and/or his nominee(s)), on the terms and conditions set out in the
Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of the Resolutions by or on behalf of:
(a) Mr Brian Leedman (and/or his nominee(s)) and any other person who will obtain a material benefit as a
result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary
securities in the Company); or
(b) an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolutions by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with
directions given to the proxy or attorney to vote on the Resolutions in that way; or
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(b) the Chair 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.
Voting Prohibition Statement
In accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast (in any
capacity) by or on behalf of a related party to whom Resolutions 5(a) – 5(b) would permit a financial benefit to be
given or an associate of such related party (Resolutions 5(a) – 5(b) Excluded Party). However, this prohibition
does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote
on the Resolutions and is not cast on behalf of a Resolutions 5(a) – 5(b) Excluded Party.
6. Resolution 6 – Approval of 10% Placement Facility (under
ASX Listing Rule 7.1A)
To consider, and, if thought fit, to pass with or without amendment, as a special resolution,
the following:
“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes,
the Shareholders approve the issue of Equity Securities up to 10% of the issued capital of
the Company (at the time of issue) calculated in accordance with the formula prescribed in
ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory
Memorandum.”
7. Resolution 7 – Approval of change of Auditor
To consider, and, if thought fit, to pass with or without amendment, as an ordinary
resolution, the following:
“That, for the purposes of section 327B(1)(b) of the Corporations Act and for all other
purposes, and subject to the consent from ASIC to the current auditor resigning, RSM
Australia Partners, having been nominated by a Shareholder and having consented in writing
to act in the capacity of auditor, be appointed as auditor of the Company with effect from the
Effective Date.”
Dated 30 October 2026
BY ORDER OF THE BOARD
Johnathon Busing
Company Secretary
Patrys Limited
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EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders of the
Company in connection with the business to be conducted at the Meeting to be held in person
at Level 2, 7 Havelock Street, West Perth, Western Australia 6005 on Monday, 30 November
2026, commencing at 1:00pm AWST.
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 in the Notice.
A Proxy Form is located at the end of the Explanatory Memorandum.
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
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to
appoint a representative (a proxy) to vote in their place. All Shareholders are invited and
encouraged to participate in the Meeting and are encouraged to lodge a directed Proxy Form
with the Company in accordance with the instructions thereon. Lodgement of a Proxy Form
will not preclude a Shareholder from attending and voting at the Meeting in person. Proxy
Forms must be received by 1:00pm (AWST) on Saturday, 28 November 2026.
Please note that:
(a) a member of the Company entitled to 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.
Shareholders and their proxies should be aware that:
(a) if proxy holders vote, they must cast all directed proxies as they are directed to; and
(b) any directed proxies which are not voted will automatically default to the Chair, who must
vote the proxies as directed.
Further details are set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may
specify the way the proxy is to vote on a particular resolution and, if it does:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must
vote that way (i.e., as directed); and
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(b) if the proxy has 2 or more appointments that specify different ways to vote on the
resolution – the proxy must not vote on a show of hands; and
(c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy
must vote on a poll, and must vote that way (i.e., as directed); and
(d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does
so, the proxy must vote that way (i.e., as directed).
Transfer of non-chair proxy to Chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
(a) an appointment of a proxy specifies the way the proxy is to vote on a particular
resolution at a meeting of the Company’s members; and
(b) the appointed proxy is not the Chair of the meeting; and
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA,
on the question that the resolution be passed; and
(d) either of the following applies:
(i) if a record of attendance is made for the meeting – the proxy is not recorded
as attending; or
(ii) the proxy does not vote on the resolution,
the Chair of the meeting is taken, before voting on the resolution closes, to have been
appointed as the proxy for the purposes of voting on the resolution at the meeting.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy
Forms.
2.2 Proxy Holders and Voting Instructions
If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are
authorising the Chair to cast your undirected vote on all proposed resolutions.
If a member of the Company’s Key Management Personnel, or a Closely Related Party of
such member, is appointed as your proxy, they will not be able to vote your proxy on
Resolution 1, Resolution 5(a) and Resolution 5(b), unless you direct them how to do so.
If you intend to appoint a member of the Company’s Key Management Personnel, or a
Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to
direct them how to vote on Resolution 1, Resolution 5(a) and Resolution 5(b), by marking
“For”, “Against” or “Abstain” for each of those Resolutions.
2.3 Submit your Proxy Vote
2.3.1 Online
Vote online at https://investor.automic.com.au/#/loginsah and simply follow the instructions
on the enclosed Proxy Form.
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2.3.2 By Paper
If you do not wish to vote online, then it is necessary to complete the Proxy Form in
accordance with the detailed instructions set out on the enclosed Proxy Form.
The return of your completed form (ONLY if you do NOT vote online) can be done in one of
the following ways:
BY MAIL
Automic
GPO Box 5193
Sydney, New South Wales 2001
BY EMAIL meetings@automicgroup.com.au
BY FAX +61 (2) 8583 3040
3. Annual Report
There is no requirement for Shareholders to approve the Annual Report.
Shareholders will be offered the following opportunities:
(a) to discuss the Annual Report which is available online at https://www.patrys.com;
(b) to ask questions or make comments on the management of the Company; and
(c) to 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 five (5) Business Days before the Meeting (being Monday,
23 November 2026) 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 the vote of Shareholders. The Directors’ Report contains the
Remuneration Report which sets out the remuneration policy for the Company and reports
the remuneration arrangements in place for the executive Directors, specified executives and
non-executive Directors.
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Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does
not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution
1 will not require the Directors to alter any of the arrangements in the Remuneration Report.
However, the Corporations Act also gives Shareholders 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) who were in office at the date of approval of the applicable Directors’
Report will cease to hold office immediately before that further meeting but may stand for re-
election.
At the Company’s previous annual general meeting held on 9 October 2025, the votes cast
against the Remuneration Report considered at that annual general meeting were less than
25%. Accordingly, a further resolution relating to the Two Strikes Rule is not relevant for this
Annual General Meeting.
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 signing and returning the Proxy Form, 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.
5. Resolution 2 – Election of Director – Mr Dino Cercarelli
5.1 General
Clause 15.1(c) of the Constitution provides that the Directors may at any time appoint any
person to be a Director.
ASX Listing Rule 14.4 provides that a director appointed to fill a casual vacancy or as an
addition to the board must not hold office (without re-election) past the next annual general
meeting of the entity.
Mr Dino Cercarelli (Mr Cercarelli), having been appointed to the Board on 28 January 2026
to fill a casual vacancy, will retire in accordance with clause 15.1(c) of the Constitution and
ASX Listing Rule 14.4 and, being eligible, seeks election.
5.2 Background and qualifications
Mr Cercarelli is a healthcare and clinical research executive with more than 20 years’
experience in clinical trial operations, research governance, organisational leadership and
healthcare management. He is currently Business and Operations Manager of the Perth
Children’s Trials Centre at Perth Children’s Hospital, where he leads the Centre’s
development, operations and strategic direction.
Mr Cercarelli previously served as Chief Operating Officer of the Australian Clinical Trials
Alliance and spent eight years with St John of God Health Care leading research and clinical
trial operations. He was also a co-founder and Managing Director of Reliis Pty Ltd, which the
Company acquired on 28 January 2026.
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Mr Cercarelli holds a Master of Business Administration and postgraduate qualifications in
business and health services management.
5.3 Independence
If elected, the Board considers Mr Cercarelli to be an independent Director.
5.4 Board recommendation
The Board (excluding Mr Cercarelli) recommends that Shareholders vote in favour of
Resolution 2. The Chair of the Meeting intends to vote undirected proxies in favour of
Resolution 2.
6. Resolution 3 – Election of Director – Ms Leanne Kite
6.1 General
Clause 15.1(c) of the Constitution provides that the Directors may at any time appoint any
person to be a Director.
ASX Listing Rule 14.4 provides that a director appointed to fill a casual vacancy or as an
addition to the board must not hold office (without re-election) past the next annual general
meeting of the entity.
Ms Leanne Kite (Ms Kite), having been appointed to the Board on 28 January 2026 to fill a
casual vacancy, will retire in accordance with clause 15.1(c) of the Constitution and ASX
Listing Rule 14.4 and, being eligible, seeks election.
6.2 Background and qualifications
Ms Kite, a Chartered Accountant. is a finance, governance and investor relations executive
with more than 20 years’ experience across the biotechnology, resources and energy sectors.
As a co-founder of Reliis Pty Ltd, which the Company acquired on 28 January 2026, she
contributed extensive expertise in financial management, corporate governance, strategy
and investor relations.
Her professional background includes 13 years in senior finance, strategy and commercial
roles at Woodside Energy (ASX: WDS) and leading investor relations for Liontown Limited
(ASX: LTR). Ms Kite is currently an Executive Director, Chief Financial Officer and Company
Secretary of Elk Range Mining Limited (ASX: ELK).
She holds a Bachelor of Commerce and a Graduate Diploma in Investor Relations, and is a
Fellow of the Governance Institute of Australia, a qualified Company Secretary and a
graduate of the Australian Institute of Company Directors.
6.3 Independence
If elected, the Board considers Ms Kite to be an independent Director.
6.4 Board recommendation
The Board (excluding Ms Kite) recommends that Shareholders vote in favour of Resolution
3. The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 3.
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7. Resolution 4 – Election of Director – Mr Brian Leedman
7.1 General
Clause 15.1(c) of the Constitution provides that the Directors may at any time appoint any
person to be a Director.
ASX Listing Rule 14.4 provides that a director appointed to fill a casual vacancy or as an
addition to the board must not hold office (without re-election) past the next annual general
meeting of the entity.
Mr Brian Leedman (Mr Leedman), having been appointed to the Board on 10 November
2025 to fill a casual vacancy, will retire in accordance with clause 15.1(c) of the Constitution
and ASX Listing Rule 14.4 and, being eligible, seeks election.
7.2 Background and qualifications
Mr Leedman is an experienced biotechnology executive and company director with more
than 20 years’ experience in corporate strategy, investor relations and capital markets within
the life sciences sector. He is the founder and former director of ResApp Health Ltd, which
was acquired by Pfizer Inc. in 2022, and has held board roles across a number of ASX-listed
biotechnology companies, including NeuroScientific Biopharmaceuticals Ltd (ASX: NSB),
Neurotech International Limited (ASX: NTI), Alcidion Corporation, OncoSil Medical Ltd (ASX:
OSL) and Respiri Limited.
Mr Leedman is currently Non-Executive Chair of BlinkLab Limited (ASX: BB1) and has
experience supporting emerging biomedical companies through research, clinical
development and commercialisation. He holds a Bachelor of Economics and a Master of
Business Administration from the University of Western Australia.
7.3 Independence
If elected, the Board considers Mr Leedman to be an independent Director.
7.4 Board recommendation
The Board (excluding Mr Leedman) recommends that Shareholders vote in favour of
Resolution 4. The Chair of the Meeting intends to vote undirected proxies in favour of
Resolution 4.
8. Resolutions 5(a) and 5(b) – Approval to issue Director
Placement Securities to Mr Brian Leedman (under ASX
Listing Rule 10.11)
8.1 General
On 20 April 2026, the Company announced that it had received binding commitments from
sophisticated and professional investors (Placement Participants) for a placement to raise
up to approximately $3,200,000 (before costs), via the issue of up to 133,333,333 Shares at
an issue price of $0.024 per Share (Placement Shares), together with one (1) free-attaching
Option (exercisable at $0.048 and expiring on 30 November 2030) (Placement Options) for
every four (4) Placement Shares subscribed for and issued (Placement).
At the general meeting held on 8 June 2026 (General Meeting), the Company obtained
shareholder approval for Director participation under the Placement. On 8 June 2026, the
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Company announced that due to an administrative oversight, the notice of meeting for the
General Meeting did not include resolutions for Mr Brian Leedman’s participation in the
Placement.
Accordingly, Resolutions 5(a) and (b) seek Shareholder approval under ASX Listing Rule
10.11 for the issue of:
(a) 2,083,333 Placement Shares (Director Placement Shares) (being the subject of
Resolution 5(a)); and
(b) 520,833 Placement Options (Director Placement Options) (being the subject of
Resolution 5(b)),
(together, the Director Placement Securities), to Mr Brian Leedman (and/or his nominees).
Further details regarding the Placement are set out in the Company’s announcement dated
20 April 2026.
8.2 Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit
to a related party of the public company, the public company or entity must:
(a) obtain the approval of the public company’s members in the manner set out in sections 217
to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to
216 of the Corporations Act.
The issue of the Director Placement Securities constitutes giving a financial benefit to Mr
Leedman (and/or his nominee(s)), who is a related party of the Company by virtue of being
a Director.
The Directors (other than Mr Leedman, who has a material personal interest in Resolutions
5(a) and 5(b)) consider that Shareholder approval under Chapter 2E of the Corporations Act
is not required, because the Director Placement Securities will be issued on the same terms
as the Placement Shares and Placement Options issued to the unrelated Placement
Participants. The giving of the financial benefit is therefore on arm’s length terms for the
purposes of section 210 of the Corporations Act.
8.3 ASX Listing Rule 10.11
ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12
applies, a listed company must not issue or agree to issue Equity Securities to:
(a) a related party;
(b) a person who is, or was at any time in the six (6) months before the issue or agreement, a
substantial (30%+) holder in the company;
(c) a person who is, or was at any time in the six (6) months before the issue or agreement, a
substantial (10%+) holder in the company and who has nominated a director to the board
of the company pursuant to a relevant agreement which gives them a right or expectation
to do so;
(d) an associate of a person referred to in ASX Listing Rules 10.11.1 to 10.11.3; or
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(e) a person whose relationship with the company or a person referred to in ASX Listing Rules
10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be
approved by its shareholders,
unless it obtains the approval of its shareholders.
The proposed issue of the Director Placement Securities falls within ASX Listing Rule 10.11.1
and does not fall within any of the exceptions in ASX Listing Rule 10.12. Accordingly, the
proposed issue of the Director Placement Securities requires the approval of Shareholders
under ASX Listing Rule 10.11.
Resolutions 5(a) and 5(b) seek the required Shareholder approval for the proposed issue of
the Director Placement Securities for the purposes of ASX Listing Rule 10.11.
8.4 Technical information required by ASX Listing Rule 14.1A
If Resolutions 5(a) and 5(b) are passed, the Company will be able to proceed with the issue
of the Director Placement Securities within one (1) month after the date of the Meeting (or
such later date as permitted by any ASX waiver or modification of the ASX Listing Rules). As
approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Director
Placement Securities (because approval is being obtained under ASX Listing Rule 10.11),
the issue of the Director Placement Securities will not use up any of the Company’s 15%
placement capacity under ASX Listing Rule 7.1.
If Resolutions 5(a) and 5(b) are not passed, the Company will not be able to proceed with the
issue of the Director Placement Securities, and no further funds will be raised in respect of
Mr Leedman’s participation in the Placement.
8.5 Technical information required by ASX Listing Rule 10.13
Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is
provided in relation to Resolutions 5(a) and 5(b):
(a) the Director Placement Securities will be issued to Mr Brian Leedman (and/or his
nominee(s)), who falls within the category set out in ASX Listing Rule 10.11.1 by virtue of
being a Director;
(b) a total of 2,083,333 Director Placement Shares and 520,833 Director Placement Options
are to be issued to Mr Leedman (and/or his nominee(s));
(c) the Director Placement Shares will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the terms and conditions of the Director Placement Options are set out in Schedule 3;
(e) the Director Placement Securities will be issued no later than one (1) month after the date
of the Meeting (or such later date to the extent permitted by any ASX waiver or modification
of the ASX Listing Rules) and it is intended that the issue will occur on the same date;
(f) the Director Placement Shares will be issued at $0.024 each, being the same issue price
as the Placement Shares issued to the unrelated Placement Participants, and the Director
Placement Options will be issued for nil cash consideration as they are free-attaching to the
Director Placement Shares on a one (1) for four (4) basis;
(g) the purpose of the issue of the Director Placement Shares is to allow Mr Leedman to
participate in the Placement on the same terms as the unrelated Placement Participants
and to raise approximately $50,000 (before costs). The funds raised will be aggregated with
the funds raised via the issue of Placement Shares, and applied for the same purposes as
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the funds raised under the Placement, as set out in in the Company’s announcement dated
20 April 2026;
(h) the issue of the Director Placement Securities is not intended to remunerate or incentivise
Mr Leedman;
(i) the Director Placement Securities are not being issued under an agreement; and
(j) a voting exclusion statement is included in Resolutions 5(a) and 5(b) of the Notice.
8.6 Board recommendation
The Directors (other than Mr Leedman, who has a material personal interest in Resolutions
5(a) and 5(b)) believe Resolutions 5(a) and 5(b) are in the best interests of the Company and
its Shareholders and unanimously recommend that Shareholders vote in favour of
Resolutions 5(a) and 5(b). The Chair intends to vote undirected proxies in favour of
Resolutions 5(a) and 5(b).
9. Resolution 6 – Approval of 10% Placement Facility (under
ASX Listing Rule 7.1A)
9.1 General
ASX Listing Rule 7.1A enables eligible entities to issue
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