Non-Compliance with Listing Rule 10.11
Released
Released
Announcement PDF
ASX ANNOUNCEMENT
12 October 2026
Radiopharm Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889
Not for release to US wire services or distribution in the United States
Non-Compliance with Listing Rule 10.11
Sydney, Australia – 12 October 2026 – Radiopharm Theranostics Limited (ASX:RAD;
Nasdaq:RADX), a developer of a world-class platform of radiopharmaceutical products for both
diagnostic and therapeutic uses, advises that it has been informed by ASX of a breach of Listing
Rule 10.11.
Listing Rule 10.11 requires that an entity must not issue or agree to issue equity securities to a
related party (or associate) without shareholder approval.
The Company announced a placement and share purchase plan (SPP) on 24 July 2026, with a
corresponding Prospectus released on 30 July 2026. The Prospectus disclosed anticipated
director participation in SPP in the table below:
The SPP Offer Price was disclosed in the original announcement and Prospectus as “the lower
of $0.015 or a 2.5% discount to the VWAP of shares traded on the ASX during the five trading
days up to the closing date of the SPP, rounded to the nearest 0.1 cent”. The maximum $0.015
SPP Offer Price was used in the Prospectus.
The above information was used to prepare corresponding resolutions in the Notice of
Extraordinary General Meeting (EGM) released on 13 August 2026, summarised as:
ASX ANNOUNCEMENT
12 October 2026
The Notice of Meeting included a resolution for each participating director as below:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders
approve the issuance and allotment of:
to Director [name]: up to 1,666,667 SPP Shares at the SPP Price per SPP Share and up
to 1,666,667 SPP Attaching Options with an exercise price of $0.018 and an expiry of 31
July 2029”.
In the Explanatory Memorandum, commentary for the relevant EGM Resolutions 8 (a), (b), (c),
(d) noted that the SPP shares would be issued at the SPP Price per SPP Share, with the SPP
shares being issued at “the lower of: (a) $0.015; or (b) 2.5% discount to the VWAP of shares
traded on the ASX during the five trading days prior to 10 September 2026, being the Closing
Date”.
Shareholders overwhelming approved the four director SPP resolutions at the EGM, receiving
‘for’ votes of between 94.26% to 95.16%.
Per the SPP timeline, and after the EGM, the SPP Offer Price was determined following the
Closing Date and announced as $0.009 on 17 September 2026.
Although the Company included in the Notice of EGM that the price at which the SPP securities
were to be issued was not fixed, and included the formula for calculation of the SPP Price, the
resolutions for Listing Rule 10.11 specified the maximum number of SPP Shares and SPP
Attaching Options that would be issued to each director and the breach arose because the
Company subsequently issued securities in excess of those maximum numbers approved by
shareholders at the EGM.
ASX ANNOUNCEMENT
12 October 2026
The Company and Directors recognise and acknowledge the importance of market regulation
and the discretions available to ASX in application of the Listing Rules. Therefore, and in
accordance with ASX Guidance Note 25, the Company advises that the directors will dispose of
the shares in excess of the explicit shareholder approval on-market (within 6 weeks of this
announcement), with the net proceeds (if any) to be donated to charity. The options in excess
of the explicit approval will be cancelled within 7 days. The shares to be disposed and options
to be cancelled are set out in the table below.
Prospectus and Notice of EGM
at maximum SPP Offer Price $0.015 ea.
Equites issued at actual
SPP Offer Price $0.009 ea.
Equities issued in excess
of LR 10.11 approval
Director Amount
SPP
Shares
SPP
Options
SPP
Shares
SPP
Options
SPP Shares
to be sold
on market'
SPP Options
to be
cancelled
Paul
Hopper
$25,000 1,666,667 1,666,667 2,777,778 2,777,778 1,111,111 1,111,111
Ian
Turner
$25,000 1,666,667 1,666,667 2,777,778 2,777,778 1,111,111 1,111,111
Riccardo
Canevari
$35,000 2,333,333 2,333,333 3,888,889 3,888,889 1,555,556 1,555,556
Bruce
Goodwin
$25,000 1,666,667 1,666,667 2,777,778 2,777,778 1,111,111 1,111,111
Total $110,000 7,333,334 7,333,334 12,222,223 12,222,223 4,888,889 4,888,889
The Company confirms that in light of this inadvertent breach, the Company and its advisers
have closely reviewed the requirements for notices of meeting under Listing Rule 10.11 (in
particular as set out in Listing Rule 10.13) and the events leading to this situation, and will
ensure strict compliance with the Listing Rules in future. The Company reaffirms its
commitment to full compliance with the ASX Listing Rules and ongoing best practice in
corporate governance.
Authorised on behalf of the Radiopharm Theranostics board of directors by Executive Chairman Paul
Hopper.
For more information:
Riccardo Canevari
CEO & Managing Director
P: +1 862 309 0293
E: rc@radiopharmtheranostics.com
ASX ANNOUNCEMENT
12 October 2026
Paul Hopper
Executive Chairman
E: paulhopper@lifescienceportfolio.com
Matt Wright
NWR Communications
P: +61 451 896 420
E: matt@nwrcommunications.com.au
Follow Radiopharm Theranostics:
Website – https://radiopharmtheranostics.com/
Twitter – https://twitter.com/TeamRadiopharm
Linked In – https://www.linkedin.com/company/radiopharm-theranostics/
Not an offer of securities
This announcement has been prepared for publication in Australia and may not be released to US wire services or
distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer
to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have
not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States except
in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable
US state securities laws.
Forward-looking statements
This announcement contains certain ‘forward-looking statements’ within the meaning of the securities laws of
applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking
words such as ‘may,’ ‘should,’ ‘expect,’ ‘anticipate,’ ‘estimate,’ ‘scheduled’ or ‘continue’ or the negative version of
them or comparable terminology. Any forecasts or other forward-looking statements contained in this
announcement are subject to known and unknown risks and uncertainties and may involve significant elements of
subjective judgment and assumptions as to future events which may or may not be correct. There are usually
differences between forecast and actual results because events and actual circumstances frequently do not occur
as forecast and these differences may be material. Radiopharm does not give any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this
announcement will actually occur and you are cautioned not to place undue reliance on forward-looking
statements.
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