Notice of Extraordinary General Meeting/Proxy Form
Released
Released
Announcement PDF
Letter from the Executive Chairman
15 March 2024
Dear Fellow Shareholder
Radiopharm today issued a Notice of Extraordinary General Meeting (Meeting) to be held on 15 April
2024.
The main purpose of the Meeting is to refresh our capacity to issue shares under ASX Listing Rules by
ratifying the prior issues of shares, or approving the anticipated future issues of shares, associated
with the Lind share facilities announced on 6 February 2024.
There are also two resolutions seeking ratification of the prior issues of shares relating to the
acquisition of Pharma15 Corporation announced on 3 March 2023 and approval for the issue of
options to Bell Potter in relation to the Entitlement Offer announced on 31 October 2023.
In light of the cost and protracted notice period associated with holding such general meetings to be
able to ratify or approve capacity to issue equities, the Board has also included a resolution seeking
approval to issue up to 500 million shares associated with a potential placement.
The resolution provides the Board with the flexibility to rapidly make an institutional placement to
sophisticated sector focused investors, at the Board’s discretion, without the need to revert to
shareholders for approval at a further EGM and the associated delay. If approved, any shares under
such placement must be issued within three months of the Meeting. The funds raised under the
placement would support the clinical trial pipeline and otherwise for general working capital of the
Company.
On behalf of the Board, I encourage you to support the resolutions proposed at the Meeting and
thank you for your ongoing support.
Yours faithfully
Paul Hopper
Executive Chairman
Radiopharm Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889
About Radiopharm Theranostics
Radiopharm Theranostics is a clinical stage radiotherapeutics company developing a world-class
platform of innovative radiopharmaceutical products for diagnostic and therapeutic applications in
areas of high unmet medical need. Radiopharm has been listed on ASX (RAD) since November 2021.
The company has a pipeline of six distinct and highly differentiated platform technologies spanning
peptides, small molecules and monoclonal antibodies for use in cancer, in pre-clinical and clinical
stages of development from some of the world’s leading universities and institutes. The pipeline has
been built based on the potential to be first-to-market or best-in-class. The clinical program includes
one Phase II and three Phase I trials in a variety of solid tumour cancers including breast, kidney and
brain. Learn more at Radiopharmtheranostics.com.
Authorized 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
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/radiopharmtheranostics/
InvestorHub – https://investorhub.radiopharmtheranostics.com/
Radiopharm Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889
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
https://bit.ly/RAD-EGM-2024
Date
Monday, 15 April 2024
Time
10:00 am (Sydney time)
Registration from 9:45 am (Sydney time)
Zoom meeting details
The EGM will be webcast live via an online platform. To participate you will need a desktop or
mobile/tablet device with internet access. When you log onto the online platform to register to attend
the Extraordinary General Meeting (EGM or Meeting), you will need to provide your details (including
SRN or 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:
https://bit.ly/RAD-EGM-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.
Notice of Extraordinary General Meeting
1
Shareholders are therefore requested to send any questions they may have for the Company or its
Directors to the Company Secretary by Monday, 8 April 2024 via post at PO Box 655, Carlton South,
Victoria 3053 or by email at cfoservices@acclime.com with subject ‘RAD EGM 2024’.
Notice of Extraordinary General Meeting
2
Special Business
Resolution 1 – Ratification of prior issue of Initial Shares to Lind
To consider and, if in favour, to pass the following as an ordinary resolution:
1
‘That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the
previous issue of 20,000,000 Initial Shares to Lind pursuant to the Subscription Agreement, as
detailed in the Explanatory Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
Resolution 2 – Approval to issue Lind 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
granting of up to 8,955,224 Lind Options to Lind pursuant to the Subscription Agreement, on the
terms set out in the Explanatory Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
Resolution 3 – Approval of Subscription Shares to Lind
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
issue of up to 6,000,000 Subscription Shares to Lind pursuant to the Subscription Agreement, on
the terms set out in the Explanatory Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
Resolution 4 – Approval to issue First Tranche Shares to Lind
To consider and, if in favour, to pass the following resolution as an ordinary resolution:
4
‘That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the
issue of up to 6,000,000 First Tranche Shares to Lind pursuant to the Share Purchase Agreement,
on the terms set out in the Explanatory Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
Resolution 5 – Approval to issue monthly Tranche Shares to Lind
To consider and, if in favour, to pass the following resolution as an ordinary resolution:
5
‘That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the
issue of up to 60,000,000 monthly Tranche Shares to Lind pursuant to the Share Purchase
Agreement, on the terms set out in the Explanatory Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
Notice of Extraordinary General Meeting
3
Resolution 6 – Approval to issue Placement Shares
To consider and, if in favour, to pass the following resolution as an ordinary resolution:
6
‘That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the
issue of up to 500,000,000 Placement Shares, on the terms set out in the Explanatory
Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
Resolution 7 – Ratification of prior issue of Pharma15 Shares
To consider and, if in favour, to pass the following as an ordinary resolution:
7
‘That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the
previous issue of 25,856,470 Pharma15 Shares to Pharma15 Corporation, as detailed in the
Explanatory Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
Resolution 8 – Ratification of prior issue of Advisor Options
To consider and, if in favour, to pass the following as an ordinary resolution:
8
‘That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the
previous issue of 7,500,0000 Advisor Options to Bell Potter, as detailed in the Explanatory
Memorandum.’
The Directors unanimously recommend that you vote in favour of this resolution.
Dated: 15 March 2024
By order of the Board
Phillip Hains
Company Secretary
Notice of Extraordinary General Meeting
4
Voting Exclusion Statement
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 –
Ratification of prior issue
of Subscription Shares to
Lind
Lind or any person who participated in the issue or is a counterparty to
the agreement being approved or any associate of those persons.
Resolution 2 – Approval
to issue Options to Lind
Lind or any person expected to participate in, or who will obtain a
material benefit as a result of, the proposed issue (except a benefit solely
by reason a of being a holder of ordinary securities in the Company) or
any of their associates.
Resolution 3 – Approval
of Subscription Shares to
Lind
Lind 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 4 – Approval
to issue First Tranche
Shares to Lind
Lind 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 5 – Approval
to issue monthly Tranche
Shares to Lind
Lind 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 6 – Approval
to issue Placement
Shares
Any person expected to participate in, or who will obtain a material
benefit as a result of, the proposed issue (except a benefit solely by
reason a of being a holder of ordinary securities in the Company) or any
of their associates.
Resolution 7 –
Ratification of prior issue
of Pharma15 Shares
Pharma15 or any person who participated in the issue or is a
counterparty to the agreement being approved or any associate of those
persons.
Resolution 8 –
Ratification of prior issue
of Adviser Options
Bell Potter or any person who participated in the issue or is a
counterparty to the agreement being approved or any associate of those
persons.
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; or
(b)
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with a direction given to the chair to vote on the resolution as the
chair decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
Notice of Extraordinary General Meeting
5
(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
6
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 Saturday 13 April 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 Saturday 13 April 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 Extraordinary General Meeting of the Company
to be at Level 3, 62 Lygon Street, Carlton, Victoria 3053 and held online by Zoom on Monday, 15 April
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 for Resolutions 1 to 5
1
As announced to the ASX on 6 February 2024, the Company entered into a:
(a)
share subscription agreement which provides an investment of $1.2 million
(Subscription Agreement); and
(b)
monthly share purchase agreement for up to $11.3 million in monthly instalments of
between $50,000 and $1 million with an initial instalment of $300,000 (Share Purchase
Agreement),
with Lind Global Fund II LP, an entity managed by New York-based The Lind Partners (Lind) on
6 February 2024. Lind invests in small and mid-cap companies publicly traded in the US, Canada,
Australia and the UK.
2
The Share Purchase Agreement is a staged private placement with Lind and, together with the
Subscription Agreement, secures up to $12.5 million in funding for the Company. Funds raised
will support the clinical trial pipeline and are otherwise for general working capital of the
Company.
Subscription Agreement
3
In accordance with the Subscription Agreement:
(a)
on 13 February 2024 (Advance Payment Date) the Company received $1.2 million
from Lind (Advance Payment) which Lind can now use to subscribe for Shares to a
deemed value of $1.44 million (Subscription Shares) within 24 months from the
Advance Payment Date, unless extended (Term); and
(b)
on 14 February 2024 the Company issued to Lind 20,000,000 Shares (Initial Shares)
which may subsequently be applied towards satisfying the Company’s issue of
Subscription Shares or repayment obligations under the Subscription Agreement. If at
the expiration of the Term, or upon termination of the Subscription Agreement, there are
still Initial Shares that have not been applied towards Subscription Shares or repayment,
Lind is required to pay for any remaining Initial Shares at the price which is the lesser of:
(i)
$0.10 per share; and
(ii) 90% of the average of the three lowest daily VWAPs during the 20 trading days
prior to each subscription,
(Subscription Price).
Notice of Extraordinary General Meeting
8
4
Lind may elect when to provide Chimeric with subscription notices for the issue of Subscription
Shares to the aggregate value of $1.44 million over the Term, subject to the following
(Subscription Amount):
(a)
Until 31 May 2024, any subscriptions by Lind will be at a fixed price of $0.10.
(b)
From 1 June 2024 until 31 January 2025, any subscriptions by Lind will be either at:
(i)
$0.10 per share, with the aggregate subscription amount unlimited; or
(ii) a price equal to 90% of the average of the three lowest daily VWAPs during the 20
trading days prior to each subscription date (which for illustration only was $0.059
per share on 6 February 2024 when the Subscription Agreement was announced)
with the aggregate subscription amount in any one month at the Subscription Price
limited to $75,000.
(c)
From 1 February 2025 until the end of the Term, any subscriptions by Lind will be at the
Subscription Price.
5
In the event monthly tranches under the Share Purchase Agreement do not occur in a month, the
monthly limit increases to $150,000 for that month.
6
Lind may, at its sole discretion, increase the maximum monthly aggregate subscription amount to
$250,000, for two months only.
7
Any Advance Payment remaining at the expiry of the Term, will be subscribed for at the
Subscription Price.
8
Under the Subscription Agreement, the Company’s obligation to issue the Initial Shares and
Subscription Shares is limited to a maximum of 28,800,000 Shares (Maximum). If the Company
wishes to issue more Shares than the Maximum, the Company must obtain Shareholder approval
for the issue or Shareholder ratification of a past issue of Subscription Shares. Where
Shareholders ratify a past issue of Subscription Shares, the applicable number of Subscription
Shares will become available again for issue under the Maximum.
9
The Subscription Agreement also requires the Company grant Lind 8,955,224 Options within
three months of the Subscription Agreement execution date, subject to shareholder approval
(Lind Options). The Lind Options will be issued for nil consideration with an exercise price of
$0.046 and will expire four years after issue. The Lind Option terms are set out in Schedule 1.
10
For further details of the key terms of the Subscription Agreement, please see Schedule 2.
Share Purchase Agreement
11
In accordance with the Share Purchase Agreement, on 13 February 2024 the Company received
$300,000 from Lind for the first tranche (Initial Tranche) and, thereafter, the Company will
have available to it monthly tranches (Tranche) of between $50,000 and $1,000,000 (Tranche
Amount), provided (amongst other conditions) the Company has capacity under the Listing
Rules or otherwise obtains Shareholder approval to issue the shares for each Tranche. For each
Tranche, Lind will provide funding at the relevant Tranche closing, and Radiopharm will issue the
Shares to Lind 28 days afterward (Tranche Shares).
12
The purchase price for the Tranche Shares is the same as the Subscription Price (Purchase
Price). If the Purchase Price falls below $0.05 (Floor Price), the Company may refuse to issue
that Tranche’s Tranche Shares, provided that the Company repays the applicable Tranche
Amount with a 5% premium.
Notice of Extraordinary General Meeting
9
13
Under the Subscription Agreement, the Company’s obligation to issue the Initial Shares and
Subscription Shares is limited to a maximum of 12,000,000 Shares (SPA Maximum). If the
Company wishes to issue more Shares than the Maximum, the Company must obtain Shareholder
approval for the issue or Shareholder ratification of a past issue of Tranche Shares. Where
Shareholders ratify a past issue of Tranche Shares, the applicable number of Tranche Shares will
become available again for issue under the SPA Maximum.
14
Lind will not hold more than 9.99% of the Company’s Shares at any one time and no Tranche will
exceed 1.15% of the Company’s market capitalisation unless mutually agreed between the
parties.
15
The term of the agreement is 12 months from the Initial Tranche and may be extended a further
12 months, and the maximum aggregate available to be funded under the Agreement may be
increased by mutual agreement (and Shareholder approval if required) at any time between the
11th and 12th Tranches.
16
The Company can terminate the Share Purchase Agreement at:
(a)
no cost at any time after a minimum of $900,000 has been funded;
(b)
no cost any time, if the Purchase Price is less than the Floor Price;
(c)
any other time, with a $50,000 cancellation fee (Cancellation Fee).
The Share Purchase Agreement can otherwise be terminated at any time with mutual consent or
by either party upon ‘termination events’, such as the Company’s Shares are suspended from
trading for more than three consecutive trading days.
17
For further details of the key terms of the Share Purchase Agreement, please see Schedule 3.
Resolution 1 – Ratification of prior issue of Initial Shares to Lind
18
The purpose of Resolution 1 is for Shareholders to approve, under Listing Rule 7.4, and for all
other purposes, the previous issue and allotment of the 20,000,000 Initial Shares to Lind on the
terms set out herein.
Listing Rule 7.1
19
Broadly speaking, and subject to a number of exceptions, Listing Rules 7.1 and 7.1A limits the
amount of equity securities that a listed company can issue without the approval of its
shareholders over any 12-month period to a combined 25% of the fully paid ordinary securities it
had on issue at the start of that period. Shareholders approved an additional 10% placement
capacity under Listing Rule 7.1A at the Annual General Meeting held on 16 November 2023.
20
The issue of the 20,000,000 Initial Shares does not fall under any of the relevant exemptions and
as it has not yet been approved by Shareholders, it utilises a portion of the 15% capacity limit
under Listing Rule 7.1, thereby reducing the Company’s capacity to issue further equity securities
without Shareholder approval for the 12-month period following the issue date.
21
Listing Rule 7.4 provides that where a company subsequently approves an issue of securities, the
issue will be treated as having been made with approval for the purpose of Listing Rules 7.1 and
7.1A, thereby replenishing the Company’s 15% capacity, enabling it to issue further securities up
to that limit.
22
The Company wishes to retain as much flexibility as possible to issue additional equity securities
into the future without having to obtain Shareholder approval for such issuance under Listing
Notice of Extraordinary General Meeting
10
Rule 7.1. Resolution 1 therefore proposes the ratification of the allotment and issuance of the
Initial Shares for the purpose of satisfying the requirements of ASX Listing Rule 7.1.
Technical information required by Listing Rule 14.1A
23
If Resolution 1 is passed, Shareholders will have ratified the issue of the Initial Shares, and the
issue of the Initial Shares will no longer utilise a portion of the Company’s 25% placement
capacity under Listing Rules 7.1 and 7.1A, meaning that the Company will have an increased
ability to issue equity securities over the next 12 months without seeking Shareholder approval.
24
If Shareholders do not approve Resolution 1, the Company’s ability to raise additional equity
funds over the next 12 months without Shareholder approval will be restricted.
Technical information required by Listing Rule 7.5
25
Pursuant to and in accordance with the requirements of Listing Rule 7.5, the following
information is provided in relation to Resolution 1:
(a)
the Initial Shares, being 20,000,000 fully paid ordinary shares, have been issued to Lind
in accordance with the terms of the Subscription Agreement;
(b)
the Initial Shares were issued at a price of $0.059 per Share;
(c)
the Initial Shares were issued on 14 February 2024;
(d)
the material terms of the Subscription Agreement have been summarised in paragraphs 3
to 10 above and further in Schedule 2; and
(e)
the Initial Shares were issued for nil upfront consideration for the purpose of partial
consideration pursuant to the Subscription Agreement and, therefore, do not raise funds
for the Company.
Directors’ recommendation
26
The Directors unanimously recommend that you vote in favour of this resolution.
Resolution 2 – Approval to issue Lind Options
27
The purpose of Resolution 2 is for Shareholders to approve, under ASX Listing Rule 7.1 and for all
other purposes, the issue of the 8,955,224 Lind Options with an exercise price of $0.046 per
Option and an expiry date that is four years after the date of issue to Lind in accordance with the
Subscription Agreement.
28
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.
29
The issue of the Lind Options does not fall under any of the relevant exemptions. Resolution 2
therefore proposes the approval of the granting of the Lind Options for the purpose of satisfying
the requirements of ASX Listing Rule 7.1.
30
If Resolution 2 is approved and the Lind Options are issued, Listing Rule 7.2 (exception 9) applies
to the issue of Shares on the conversion of the Lind Options and such issuance shall not count
towards the Company’s placement capacity.
Notice of Extraordinary General Meeting
11
Technical information required by Listing Rule 14.1A
31
If Resolution 2 is passed, the Lind Options will be issued with Shareholder approval pursuant to
Listing Rule 7.1 and the Lind 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.
32
If Shareholders do not approve Resolution 2, the issuance will still occur but will be included in
calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of
equity securities it can issue without shareholder approval over the 12-month period following the
issue date.
Technical information required by Listing Rule 7.3
33
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 securities are to be allotted to Lind;
(b)
the maximum number of securities to be issued is 8,955,224 Options;
(c)
the Options are expected to be issued within five business days of the Meeting but in any
event, not more than three months after Shareholder approval;
(d)
the issue price for the options is nil;
(e)
the Lind Option terms are further set out in Schedule 1; and
(f)
the Lind Options are being issued for nil upfront consideration and, therefore, do not
raise funds for the Company. Any funds raised from the exercise of the Options will be
used to support the clinical trial pipeline and otherwise for general working capital of the
Company.
Directors’ Recommendation
34
The Directors unanimously recommend that you vote in favour of this resolution.
Resolution 3 – Approval of Subscription Shares to Lind
35
The purpose of Resolution 3 is for Shareholders to approve, under Listing Rule 7.1 and for all
other purposes, the issue and allotment of the Subscription Shares to Lind.
36
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.
37
The issue of the Subscription Shares does not fall within any of these exceptions. Resolution 3
therefore proposes the approval of the allotment and issue of the Subscription Shares for the
purpose of satisfying the requirements of ASX Listing Rule 7.1.
Technical information required by Listing Rule 14.1A
38
If Resolution 3 is passed, Shareholders will have approved the issue and allotment of the
Subscription Shares to Lind, and the issue of the Subscription Shares will no longer utilise a
portion of the Company’s 15% placement capacity under
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