Notice of Extraordinary General Meeting/Proxy Form
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Notice of Extraordinary General Meeting
Radiopharm Theranostics Limited ACN 647 877 889
Notice of Extraordinary General Meeting
Radiopharm Theranostics Limited ACN 647 877 889
Notice is given that the Extraordinary General Meeting of Radiopharm Theranostics Limited ACN 647 877
889 (Company) will be held at:
Location
Level 3, 62 Lygon Street, Carlton, Victoria 3053 and virtually (online) at
bit.ly/RAD-EGM-Aug-2024
Date
14 August 2024
Time
10:00 am (Sydney time)
Registration from 9:30 am (Sydney time)
Zoom meeting details
The Extraordinary General Meeting (EGM or Meeting) will be webcast live via an online platform. To
participate you will need a device with internet access. When you log onto the online platform to register
to attend the EGM, you will need to provide your details (including your Securityholder Reference Number
(SRN) or Holder Identification Number (HIN)) to be verified as a Shareholder.
All Shareholders have the opportunity to attend and participate in the Meeting online via internet
connection (using a computer, laptop, tablet or smartphone).
To register for the meeting, please click the link below:
bit.ly/RAD-EGM-Aug-2024
After registering, you will receive a confirmation email containing information about joining the Meeting.
For further details and instructions, please see the online meeting guide at the rear of this document and
located on the Company website containing details on attending and voting at the Extraordinary General
Meeting.
If Shareholders are unable to attend the Meeting using the online platform they are encouraged to
alternatively, return the proxy form to the Company in accordance with the instructions thereon.
Returning the proxy form will not preclude a Shareholder from attending and voting at the Meeting
utilising the online platform should they elect to do so.
Shareholder Questions
In accordance with the Corporations Act, reasonable opportunity will be given to Shareholders at the
Meeting to ask questions about, or make comments on, the Meeting, the Company’s management or the
Company itself.
Whilst Shareholders will be provided with the opportunity to submit questions online at the Meeting, it
would be desirable if the Company was able to receive them in advance.
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Shareholders are therefore requested to send any questions they may have for the Company or its
Directors to the Company Secretary by 7 August 2024 via post at PO Box 655, Carlton South, Victoria
3053 or by email at cfoservices@acclime.com with subject ‘RAD EGM August 2024’.
Notice of Extraordinary General Meeting
2
Special Business
Resolution 1 – Approval to issue Second Tranche Placement Shares
To consider and, if in favour, to pass the following resolution as an ordinary resolution:
1
‘That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the
proposed issuance and allotment of up to 965,837,798 Shares to sophisticated and professional
investors under a share placement, as detailed in the Explanatory Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
Resolution 2 – Approval to issue Placement Options
To consider and, if in favour, to pass the following resolution as an ordinary resolution:
2
‘That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the
issuance of up to 781,484,263 Placement Options to sophisticated and professional investors
under a share placement on the terms set out in the Explanatory Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
Resolutions 3(a), (b), (c) and (d) – Approval to issue Lantheus Interests
To consider and, if in favour, to pass the following resolution as an ordinary resolution:
3
‘That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the
issuance and allotment of:
(a)
the Lantheus Subscription Shares, being 149,625,180 Shares at an issue price of A$0.05
per Share);
(b)
the Lantheus Subscription Options, being 149,925,040 Options with an exercise price of
A$0.05 per Option and an expiry date that is 6 months from the date the Lantheus
Subscription Shares are issued;
(c)
the Lantheus Placement Options, being 37,406,295 Options (i.e. one (1) new Option for
every four (4) Lantheus Subscription Shares issued) with an exercise price of A$0.06 per
Option and an expiry date of approximately 2 years from the date the Lantheus
Subscription Shares are issued; and
(d)
subject to and upon exercise of the Lantheus Subscription Options, the Lantheus Tranche
2 Options, being up to 37,481,260 additional Options (on the basis of one (1) new Option
for every four (4) Shares issued upon exercise of the Lantheus Subscription Options) with
an exercise price of A$0.06 per Option and an expiry date of approximately 2 years from
the date the Lantheus Subscription Shares are issued,
to Lantheus, as detailed in the Explanatory Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
1
Resolutions 4(a)and 4(b)- Approval to issue Placement Shares and
Placement Options to Executive Chairman, Mr Paul Hopper (or his nominee)
To consider and, if in favour, to pass the following resolutions as ordinary resolutions:
4
‘That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the
issuance of:
(a)
up to 75,000,000 Shares at an issue price of $0.04 per Share and otherwise on the same
terms as the Placement; and
(b)
conditional on Resolution 4(a) being passed, up to 37,500,000 Placement Options with an
exercise price of $0.06 and an expiry date of 24 August 2026, and otherwise on the same
terms as the Placement Options proposed to be issued under the Placement,
to Director, Mr Paul Hopper (or his nominee), as detailed in the Explanatory Memorandum.’
The Directors (with Mr Hopper abstaining) unanimously recommend that you vote in favour of this
resolution.
Resolution 5(a)and 5(b)– Approval to issue Placement Shares and Placement
Options to Director – Mr Ian Turner (or his nominee)
To consider and, if in favour, to pass the following resolutions as ordinary resolutions:
5
‘That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the
issuance of:
(a)
up to 3,750,000 Shares at an issue price of $0.04 per Share and otherwise on the same
terms as the Placement; and
(b)
conditional on Resolution 5(a)being passed, up to 1,875,000 Placement Options with an
exercise price of $0.06 and an expiry date of 24 August 2026, and otherwise on the same
terms as the Placement Options proposed to be issued under the Placement,
to Director, Mr Ian Turner (or his nominee), as detailed in the Explanatory Memorandum.’
The Directors (with Mr Turner abstaining) unanimously recommend that you vote in favour of this
resolution.
Resolution 6(a)and 6(b)– Approval to issue Placement Shares and Placement
Options to Director – Ms Hester Larkin (or her nominee)
To consider and, if in favour, to pass the following resolutions as ordinary resolutions:
6
‘That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the
issuance of:
(a)
up to 550,000 Shares at an issue price of $0.04 per Share and otherwise on the same
terms as the Placement; and
(b)
conditional on Resolution 6(a)being passed, up to 275,000 Placement Options with an
exercise price of $0.06 and an expiry date of 24 August 2026, and otherwise on the same
terms as the Placement Options proposed to be issued under the Placement,
Notice of Extraordinary General Meeting
2
to Director, Ms Hester Larkin (or her nominee), as detailed in the Explanatory Memorandum.’
The Directors (with Ms Larkin abstaining) unanimously recommend that you vote in favour of this
resolution.
Resolution 7(a)and 7(b)– Approval to issue Placement Shares and Placement
Options to Director – Dr Leila Alland (or her nominee)
To consider and, if in favour, to pass the following resolutions as ordinary resolutions:
7
‘That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the
issuance of:
(a)
up to 1,000,000 Shares at an issue price of $0.04 per Share and otherwise on the same
terms as the Placement; and
(b)
conditional on Resolution 7(a) being passed, up to 500,000 Placement Options with an
exercise price of $0.06 and an expiry date of 24 August 2026, and otherwise on the same
terms as the Placement Options proposed to be issued under the Placement,
to Director, Ms Leila Alland (or her nominee), as detailed in the Explanatory Memorandum.’
The Directors (with Ms Alland abstaining) unanimously recommend that you vote in favour of this
resolution.
Resolution 8(a) and 8(b) – Approval to issue Placement Shares and
Placement Options to Director – Mr Phillip Hains (or his nominee)
To consider and, if in favour, to pass the following resolutions as ordinary resolutions:
8
‘That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the
issuance of:
(a)
up to 9,700,000 Shares at an issue price of $0.04 per Share and otherwise on the same
terms as the Placement; and
(b)
conditional on Resolution 8(a) being passed, up to 4,850,000 Placement Options with an
exercise price of $0.06 and an expiry date of 24 August 2026, and otherwise on the same
terms as the Placement Options proposed to be issued under the Placement,
to Director, Mr Phillip Hains (or his nominee), as detailed in the Explanatory Memorandum.’
The Directors (with Mr Hains abstaining) unanimously recommend that you vote in favour of this
resolution.
Resolution 9(a)and 9(b)– Approval to issue Placement Shares and Placement
Options to Managing Director – Mr Riccardo Canevari (or his nominee)
To consider and, if in favour, to pass the following resolutions as ordinary resolutions:
9
‘That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the
issuance of:
(a)
up to 3,750,000 Shares at an issue price of $0.04 per Share and otherwise on the same
terms as the Placement; and
Notice of Extraordinary General Meeting
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(b)
conditional on Resolution 9(a)being passed, up to 1,875,000 Placement Options with an
exercise price of $0.06 and an expiry date of 24 August 2026, and otherwise on the same
terms as the Placement Options proposed to be issued under the Placement,
to Director, Mr Riccardo Canevari (or his nominee), as detailed in the Explanatory Memorandum.’
The Directors (with Mr Canevari abstaining) unanimously recommend that you vote in favour of this
resolution.
Resolution 10– Approval to issue Incentive Options to Director – Mr Riccardo
Canevari
To consider and, if in favour, to pass the following as an ordinary resolution:
10
‘That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the
granting of 24,000,000 unlisted Options to Mr Riccardo Canevari, or his nominee, under the
Company’s Omnibus Incentive Plan, on the terms set out in the Explanatory Memorandum.’
Note: if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule
10.11, as set out in the Explanatory Memorandum.
The Directors abstain, in the interests of corporate governance from making a recommendation in
relation to this resolution.
Resolution 11 - Approval to issue Equity Securities under the Omnibus
Incentive Plan
To consider and, if in favour, to pass the following as an ordinary resolution:
11
‘That for the purpose of Listing Rule 7.2, Exception 13 and sections 200B and 200E of the
Corporations Act and for all other purposes, the Shareholders approve the renewal of the
Company’s Employee Share Option Plan, the terms and conditions of which are summarised in
the Explanatory Memorandum.’
The Directors abstain, in the interests of corporate governance from making a recommendation in
relation to this resolution.
Dated: 16 July 2024
By order of the Board
Phillip Hains
Company Secretary
Notice of Extraordinary General Meeting
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Voting Exclusion Statement
Corporations Act
For the purposes of section 224 Corporations Act, the Company will not disregard a vote if:
(a)
it is cast by a person as a proxy appointed in writing that specifies how the proxy is to
vote on the proposed resolution; and
(b)
it is not cast on behalf of a related party or associate of a related party of the Company
to whom the resolution would permit a financial benefit to be given or an associate of
such a related party.
Listing Rules
In accordance with the Listing Rule 14.11, the Company will disregard votes cast in favour of the
resolution by or on behalf of:
Resolution 1 – Approval to issue Second
Tranche Placement Shares
the Placement Participants or any person who
participated in the issue or who is a counterparty to
the agreement being provided and any associates
of those persons.
Resolution 2 – Approval to issue Placement
Options
the Placement Participants or any person who
participated in the issue or who is a counterparty to
the agreement being provided and any associates
of those persons.
Resolutions 3(a), (b), (c) and (d) – Approval
to issue Lantheus Interests
Lantheus and any person who is expected to
participate in, or 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 Company) or any associate of their
associates.
Resolutions 4(a)and 4(b)– Approval to issue
Placement Shares and Placement Options to
Executive Chairman, Mr Paul Hopper (or his
nominee)
Mr Paul Hopper and any person who is expected to
participate in, or 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 Company) or any associate of their
associates.
Resolutions 5(a) and 5(b) – Approval to issue
Placement Shares and Placement Options to
Director, Mr Ian Turner (or his nominee)
Mr Ian Turner and any person who is expected to
participate in, or 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 Company) or any associate of their
associates.
Resolutions 6(a)and 6(b)– Approval to issue
Placement Shares and Placement Options to
Director, Ms Hester Larking (or her nominee)
Ms Hester Larkin and any person who is expected
to participate in, or 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 Company) or any
associate of their associates.
Notice of Extraordinary General Meeting
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Resolutions 7(a)and 7(b)– Approval to issue
Placement Shares and Placement Options to
Director, Ms Leila Alland (or her nominee)
Ms Leila Alland and any person who is expected to
participate in, or 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 Company) or any associate of their
associates.
Resolutions 8(a) and 8(b)– Approval to issue
Placement Shares and Placement Options to
Director, Mr Phillip Hains (or his nominee)
Mr Phillip Hains and any person who is expected to
participate in, or 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 Company) or any associate of their
associates.
Resolutions 9(a)and 9(b)– Approval to issue
Placement Shares and Placement Options to
Managing Director, Mr Riccardo Canevari (or
his nominee)
Mr Riccardo Canevari and any person who is
expected to participate in, or 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 Company) or any
associate of their associates.
Resolution 10- Approval to issue Incentive
Options to Managing Director – Mr Riccardo
Canevari (or his nominee)
person referred to in Listing Rule 10.14.1, 10.14.2
or 10.14.3 who is eligible to participate in the
Company’s Omnibus Incentive Plan, and these
persons’ associates.
Resolution 11– Approval to issue Equity
Securities under the Omnibus Incentive Plan
any person who is eligible to participate in the
Omnibus Incentive Plan and each of their
associates.
However, this does not apply to a vote cast in favour of a 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;
(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.
Notice of Extraordinary General Meeting
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Notes
(a)
Terms used in this Notice of Meeting which are defined in the Explanatory Memorandum have
the meaning given to them in the Explanatory Memorandum.
(b)
Subject to the Corporations Act, a Shareholder who is entitled to attend and cast a vote at the
Meeting is entitled to appoint a proxy.
(c)
The proxy need not be a Shareholder of the Company. A Shareholder who is 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.
(d)
If you wish to appoint a proxy and are entitled to do so, then complete and return the
attached proxy form to the Company’s share registry Automic Registry Service Limited as
detailed in the attached proxy form.
(e)
You can also lodge your proxy online at https://investor.automic.com.au/#/loginsah which is
also located on the front of the accompanying proxy form. Alternatively, you can scan the QR
code with your mobile device.
(f)
To be effective, the proxy must be received at the share registry of the Company no later than
10:00 am (Sydney time) on 12 August 2024 (48 hours before the commencement of the
meeting).
(g)
A corporation may elect to appoint a representative in accordance with the Corporations Act in
which case the Company will require written proof of the representative’s appointment which
must be lodged with or presented to the Company before the meeting.
(h)
The Company has determined under regulation 7.11.37 Corporations Regulations that for the
purpose of voting at the meeting or adjourned meeting, securities are taken to be held by
those persons recorded in the Company’s register of Shareholders as at 7.00 pm (Sydney
time) on 14 August 2024.
(i)
If you have any queries, including how to cast your votes, please contact the Company’s
registered office on 03 9824 5254 (within Australia) or +61 3 9824 5254 (outside Australia)
during business hours.
Notice of Extraordinary General Meeting
7
Explanatory Memorandum
This Explanatory Memorandum accompanies the notice of the EGM of the Company to be at Level 3, 62
Lygon Street, Carlton, Victoria 3053 and held online by Zoom on 14 August 2024 at 10:00 am (Sydney
time).
The Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on
the resolutions set out in the Notice of Meeting and is intended to be read in conjunction with the Notice
of Meeting.
Background
1
As announced to ASX on 25 June 2024, Radiopharm is currently undertaking a capital raising to
raise gross funds of up to approximately $70 million to support its clinical trial pipeline and
otherwise for general working capital of the Company.
Placement
2
The capital raising involves a two-tranche placement (Placement) to sophisticated and
professional investors (Placement Participants).
3
The first tranche of the Placement consists of the issuance on 1 July 2024 of 597,130,727 Shares
in the Company (First Tranche Placement) at an issue price of $0.04 per Share (Placement
Price).
4
Subject to Shareholder approval at the EGM, the second tranche of the Placement is proposed to
consist of the issuance of up to 965,837,798 new Shares (Second Tranche Placement) at the
Placement Price.
5
If the issue of the Second Tranche Placement Shares is approved by Shareholders, it is
anticipated that the Second Tranche Placement Shares will be issued and allotted to the
Placement Participants on or about 16 August 2024.
Placement Options
6
Under the Placement, Placement Participants are anticipated to receive one free attaching option
for every two new Shares (Placement Options) subscribed for under the Offer, with an
aggregate of approximately 781,484,263 Placement Options to be issued.
7
The Placement Options will have an exercise price of $0.06 per Share with an expiration of 24
August 2026 and are subject to Shareholder approval. It is intended that the Placement Options
will be quoted on the ASX. The terms of the options are otherwise set out in Schedule 2 to this
Notice of Meeting.
Lantheus Subscription Agreement
8
As announced to the ASX on 20 June 2024, Radiopharm entered into a binding share subscription
agreement with Lantheus (Lantheus Subscription Agreement), pursuant to which, subject to
Shareholder approval, Lantheus agreed to subscribe for:
(a)
149,625,180 Shares at an issue price of A$0.05 per Share (Lantheus Subscription
Shares);
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9
(b)
149,925,040 Options at an exercise price of A$0.05 per Option (Lantheus Subscription
Options);
(c)
37,406,295 Options (i.e. one (1) Option for every four (4) Lantheus Subscription Shares
issued, with each such Option to entitle Lantheus to subscribe for one Share upon
payment of A$0.06 per Share (Lantheus Placement Options); and
(d)
subject to and upon exercise of the Lantheus Subscription Options, up to 37,481,260
additional Options (on the basis of one (1) new Option for every four (4) Shares issued
upon exercise of the Lantheus Subscription Options) with an exercise price of A$0.06 per
Option (Lantheus Tranche 2 Options).
A summary of the key terms of the Lantheus Subscription Agreement are contained in
Schedule 1.
Resolution 1: Approval to issue Second Tranche Placement Shares
10
The purpose of Resolution 1 is for Shareholders to approve, under ASX Listing Rule 7.1 and for all
other purposes, the issue and allotment of up to 965,837,798 Shares at the Placement Price
(Second Tranche Placement Shares) to the Placement Participants pursuant to the
Placement. Further details in relation to the Placement are set out in Section 2 to 5 above.
11
Subject to a number of exceptions, ASX 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.
12
The issue of the Second Tranche Placement Shares does not fall under any of the relevant
exemptions. Resolution 1 therefore proposes the approval of the granting of the Second Tranche
Placement Shares for the purpose of satisfying the requirements of ASX Listing Rule 7.1.
Technical information required by Listing Rule 14.1A
13
If Resolution 1 is passed, the Second Tranche Placement Shares will be issued with Shareholder
approval pursuant to Listing Rule 7.1 and the Second Tranche Placement Shares will not utilise a
portion of the Company’s 15% placement capacity, meaning the Company will have an increased
ability to issue Equity Securities over the next 12 months without seeking Shareholder approval.
14
If Shareholders do not approve Resolution 1, the issuance will not occur or will be severely
restricted according to the Company’s available capacity under Listing Rule 7.1 and 7.1A at that
time.
Technical information required by Listing Rule 7.3
15
Pursuant to and in accordance with the requirements of Listing Rule 7.3, the following
information is provided in relation to Resolution 1:
(a)
the securities are to be allotted to the Placement Participants;
(b)
the maximum number of securities to be issued is 965,837,798 Shares;
(c)
the Second Tranche Placement Shares are expected to be issued within ten business
days of the Meeting but in any event, not more than three months after Shareholder
approval;
(d)
the issue price for the Second Tranche Placement Shares is $0.04 per Share; and
Notice of Extraordinary General Meeting
9
(e)
the funds raised by the issue of the Second Tranche Placement Shares will be used to
support the Company’s clinical trial pipeline and otherwise for general working capital of
the Company.
Directors’ Recommendation
16
The Directors unanimously recommend that you vote in favour of this resolution.
Resolution 2: Approval to issue Placement Options
17
The purpose of Resolution 2 is for Shareholders to approve, under ASX Listing Rule 7.1 and for all
other purposes, the issue of up to 781,484,263 New Options with an exercise price of $0.06 per
Option and an expiry date of 24 August 2026.
18
As described above in Resolution 1, subject to a number of exceptions, ASX 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.
19
The issue of the New Options does not fall under any of the relevant exemptions. Resolution 2
therefore proposes the approval of the granting of the New Options for the purpose of satisfying
the requirements of ASX Listing Rule 7.1.
20
If Resolution 2 is approved and the New Options are issued, Listing Rule 7.2 (exception 9) applies
to the issue of Shares on the conversion of the New Options and such issuance shall not count
towards the Company’s placement capacity.
Technical information required by Listing Rule 14.1A
21
If Resolution 2 is passed, the New Options will be issued with Shareholder approval pursuant to
Listing Rule 7.1 and the New Options will not utilise a portion of the Company’s 15% placement
capacity, meaning the Company will have an increased ability to issue Equity Securities over the
next 12 months without seeking Shareholder approval.
22
If Shareholders do not approve Resolution 2, the issuance will not occur or will be severely
restricted according to the Company’s available capacity under Listing Rule 7.1 and 7.1A at that
time.
Technical information required by Listing Rule 7.3
23
Pursuant to and in accordance with the requirements of Listing Rule 7.3, the following
information is provided in relation to Resolution 2:
(a)
the New Options are to be allotted to the Placement Participants;
(b)
the maximum number of securities to be issued is 781,484,263 New Options;
(c)
the material terms of the New Options are set out in Schedule 2 to this Notice of
Meeting;
(d)
the New Options are expected to be issued within ten business days of the Meeting but in
any event, not more than three months after Shareholder approval;
(e)
the New Options are being issued as attaching options under the Placement and,
accordingly, the issue price for them is nil; and
Notice of Extraordinary General Meeting
10
(f)
the New Options are being issued as attaching options under the Placement for nil
upfront consideration and, therefore, do not raise funds for the Company. Any funds
raised from the exercise of the New Options will be used to support the Company’s
clinical trial pipeline and otherwise for general working capital of the Company.
Directors’ Recommendation
The Directors unanimously recommend that you vote in favour of this resolution.
Resolutions 3(a), (b) (c) and (d): Approval to issue Lantheus Interests
24
The purpose of Resolutions 3(a), (b), (c) and (d) is for Shareholders to approve, under ASX
Listing Rule 7.1 and for all other purposes, the respective issue of:
(a)
the Lantheus Subscription Shares (being 149,625,180 Shares at an issue price of A$0.05
per Share);
(b)
the Lantheus Subscription Options (being 149,925,040 Options with an exercise price of
A$0.05 per Option and an expiry date that is 6 months after the date the Lantheus
Subscription Shares are issued);
(c) the Lantheus Placement Options (being 37,406,295 Options (i.e. one (1) Option for every
four (4) Lantheus Subscription Shares), with each such Option to entitle Lantheus upon
exercise to subscribe for one Share upon payment of A$0.06 per Share); and
(d) the Lantheus Tranche 2 Options (being, subject to and upon exercise of the Lantheus
Subscription Options, up to 37,481,260 additional Options (on the basis of one (1) new
Option for every four (4) Shares issued upon exercise of the Lantheus Subscription
Options) with an exercise price of A$0.06 per Option),
(together, Lantheus Interests).
25
As described above, subject to a number of exceptions, ASX 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.
26
The issue of the Lantheus Interests does not fall under any of the relevant exemptions.
Resolutions 3(a), (b), (c) and (d) therefore propose the approval of the granting of the Lantheus
Interests for the purpose of satisfying the requirements of ASX Listing Rule 7.1.
Technical information required by Listing Rule 14.1A
27
If Resolutions 3(a), (b), (c) and (d) are passed, the Lantheus Interests will be issued with
Shareholder ap
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