Notice of Extraordinary General Meeting/Proxy Form
Released
Released
Announcement PDF
AVA RISK GROUP LIMITED
(ACN: 064 089 318)
NOTICE OF EXTRAORDINARY GENERAL MEETING
30 March 2026
TAKE NOTICE that an Extraordinary General Meeting of Shareholders of AVA Risk Group Limited will be
held at the place, date and time specified below:
Place:
Date:
Time:
Virtual Meeting
Monday, 30 March 2026
9:00 am AEDT
The Meeting is being held by way of a virtual meeting using the Lumi Online Meeting Platform.
Shareholders are urged to attend and vote at the meeting electronically using the Lumi Online
Meeting Platform or vote by lodging the Proxy Form attached to this Notice.
DATED 23 February 2026
By order of the Board:
Kim Larkin
Company Secretary
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AGENDA
Chairman’s Address
Resolutions
1. Ratification of Prior Issue of Tranche 1 Convertible Notes
To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve the issue of
2,979,184 Convertible Notes as announced to ASX on 30 January 2026 and on such terms and conditions
more particularly in the Explanatory Memorandum.”
2. Approval of Issue of Tranche 2 Convertible Notes
To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up
to 4,020,816 Convertible Notes the proposed issue of which was announced to the ASX on 6 January 2026
and on such terms and conditions more particularly in the Explanatory Memorandum.”
3. Ratification of Prior Issue of Tranche 1 Warrants
To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve the issue of
19,314,000 Warrants as announced to ASX on 30 January 2026 and on such terms and conditions more
particularly described in the Explanatory Memorandum.”
4. Approval of Issue of Tranche 2 Warrants
To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up
to 26,066,875 Warrants the proposed issue of which was announced to ASX on 6 January 2026 and on such
terms and conditions more particularly described in the Explanatory Memorandum.”
5. Approval of Grant of Warrant Put Options
To consider and, if thought fit, to pass with or without amendment, the following Resolution as an ordinary
resolution:
“That for the purposes of Listing Rule 6.23.2 and for all other purposes, Shareholders approve the grant to
the Warrant Holders of the right to require the Company to purchase and cancel some or all of each
Warrant Holder’s Warrants which are outstanding (being Warrants that have not been exercised or
otherwise cancelled prior to the expiry of the Warrants) for the Put Option Price of A$0.0315 per
outstanding Warrant and on such terms and conditions more particularly described in the Explanatory
Memorandum.”
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NOTES
1. Explanatory Memorandum
The Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting is incorporated in
and comprises part of this Notice of Extraordinary General Meeting and should be read in conjunction with
this Notice of Extraordinary General Meeting.
2. Voting Exclusion Statements
Resolutions 1 and 3
The Company will disregard any votes cast in favour of Resolutions 1 and 3 by or on behalf of any person
who participated in the issue of securities subject to those Resolutions , or any associate of that person or
those persons.
However, this does not apply to a vote cast in favour of Resolutions 1 or 3 by:
1. a person as proxy or attorney for a person who is entitled to vote on Resolutions 1 or 3, in accordance
with directions given to the proxy or attorney to vote on Resolutions 1 or 3 in that way; or
2. the Chairman of the meeting as proxy or attorney for a person who is entitled to vote on Resolutions 1
or 3, in accordance with a direction given to the Chairman to vote on Resolutions 1 or 3 as the Chairman
decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
a. 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 Resolutions 1 or 3; and
b. the holder votes on Resolutions 1 or 3 in accordance with directions given by the beneficiary to the
holder to vote in that way.
Resolutions 2 and 4
The Company will disregard any votes cast in favour of Resolutions 2 and 4 by or on behalf of any person
who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of
securities subject to those Resolutions (except a benefit solely by reason of being a holder of Shares), or any
associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolutions 2 or 4 by:
1. a person as proxy or attorney for a person who is entitled to vote on Resolutions 2 or 4, in accordance
with directions given to the proxy or attorney to vote on Resolutions 2 or 4 in that way; or
2. the Chairman of the meeting as proxy or attorney for a person who is entitled to vote on Resolutions 2
or 4, in accordance with a direction given to the Chairman to vote on Resolutions 2 or 4 as the Chairman
decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
a. 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 Resolutions 2 or 4; and
b. the holder votes on Resolutions 2 or 4 in accordance with directions given by the beneficiary to the
holder to vote in that way.
Resolution 5
The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of any person who is a
Warrant Holder entitled to exercise the Put Option, or any associate of that person.
However, this does not apply to a vote cast in favour of Resolution 5 by:
1. a person as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with
directions given to the proxy or attorney to vote on Resolution 5 in that way; or
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2. the Chairman of the meeting as proxy or attorney for a person who is entitled to vote on Resolution 5, in
accordance with a direction given to the Chairman to vote on Resolution 5 as the Chairman decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
a. 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 Resolution 5; and
b. the holder votes on Resolution 5 in accordance with directions given by the beneficiary to the holder
to vote in that way.
3. Who may vote
In accordance with Regulation 7.11.37 of the Corporations Regulations, the Company (as convenor of the
Meeting) has determined that a person’s entitlement to attend and vote at the Meeting will be those persons
set out in the register of Shareholders as at 7.00pm (AEDT) on 28 March 2026. This means that any
Shareholder registered at 7.00pm (AEDT) on 28 March 2026 is entitled to attend and vote at the Meeting.
4. Direct voting using the Lumi Online Meeting Platform
The Meeting will be held electronically using the Lumi Online Meeting Platform.
The Lumi Online Meeting Platform gives Shareholders access to join and participate in the Meeting via webcast,
submit questions to the Chairman in real time and directly vote at the Meeting using the voting technology.
Online Voting Procedures during the Meeting
Shareholders who wish to participate in the Meeting online may do so from their computer or mobile device,
by entering the URL into their browser:
https://meetings.lumiconnect.com/300-196-200-607
If you choose to participate in the Meeting online or through the App, you can log in to the Meeting by
entering:
1. The Meeting ID, which is – 300-196-200-607;
2. Your username, which is your Voting Access Code (VAC) which can be located on the first page of
your Proxy Form or Notice of Meeting email; and
3. Your password, which is the postcode registered to your holding if you are an Australian Shareholder.
Overseas Shareholders will need to enter the country of their registered address as it appears on a
recent statement.
If you have been nominated as a third-party proxy, please contact Boardroom on 1300 737 760.
Attending the Meeting online enables Shareholders to view the Meeting live and to also ask questions and
cast direct votes at the appropriate times whilst the Meeting is in progress.
5. Shareholder questions
Whilst Shareholders will be provided with the opportunity to ask questions at the Meeting or submit questions
online during the Meeting, it would be desirable if the Company was able to receive them in advance.
Shareholders are therefore requested to send any questions they may have for the Company or its Directors
at the Extraordinary Shareholders’ Meeting to the Company Secretary, Kim Larkin by email to
kim.larkin@boardroomlimited.com.au.
Please note that not all questions may be able to be answered during the Meeting. In this case answers will
be made available on the Company’s website after the Meeting.
6. Proxies
A Shareholder entitled to attend this Meeting and vote, is entitled to appoint a proxy to attend and vote on
behalf of that Shareholder at the Meeting.
• A proxy need not be a Shareholder.
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• If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint
two proxies and may specify the proportion or number of the votes which each proxy is appointed to
exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion
or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that
Shareholder.
• If the Shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a
Shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands.
• Where two proxies are appointed, any fractions of votes resulting from the appointment of two proxies
will be disregarded.
• A Proxy Form accompanies this Notice.
• Unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or she
thinks fit, or abstain from voting.
• If a Shareholder wishes to appoint a proxy, the Shareholder should complete the Proxy Form and
comply with the instructions set out in that form relating to lodgement of the form with the Company.
• The Proxy Form must be signed by the Shareholder or his or her attorney duly authorised in writing
or, if the Shareholder is a corporation, either signed by an authorised officer or attorney of the
corporation or otherwise signed in accordance with the Corporations Act.
• If any attorney or authorised officer signs the Proxy Form on behalf of a Shareholder, the relevant
power of attorney or other authority under which it is signed or a certified copy of that power or
authority must be deposited with the Proxy Form.
• The Proxy Form (together with any relevant authority) must be received by no later than 9:00am
(AEDT) on 28 March 2026 before the time scheduled for the commencement of the Meeting (or any
adjournment of that Meeting).
• The completed Proxy Form may be:
1. mailed to the address on the Proxy Form;
2. faxed to Ava Risk Group Limited, Attention Company Secretary, on facsimile number 02 9290
9655; or
3. voted online via the Company’s Share Registry at www.votingonline.com.au/avaegm2026.
7. Voting requirements
Recommendation 6.4 of the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendations (4th
edition) and ASX guidance provide that a listed entity should ensure that all substantive
resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. In
accordance with these recommendations, the Chair has determined in accordance with rule 16.14 of the
Constitution that all Resolutions put to Shareholders at the Meeting will be decided by poll rather than by a
show of hands.
In accordance with the Company’s Constitution and the ASX Listing Rules, each Resolution put to Shareholders
at the Meeting must be passed by way of an ordinary resolution which requires the Resolution be approved
by a majority of votes cast by Shareholders entitled to vote on the Resolution.
8. Corporate Representative
Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting
should provide that person with a certificate or letter executed in accordance with the Corporations Act
authorising him or her to act as that company’s representative. The authority must be sent to the Company
and/or registry at least 24 hours in advance of the Meeting.
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum forms part of the Notice convening the Extraordinary General Meeting of Shareholders
of the Company to be held as a virtual meeting using the Lumi Online Meeting Platform at 9:00 am (AEDT) on 30
March 2026.
This Explanatory Memorandum is to assist Shareholders in understanding the background to, and the legal and other
implications of, the Notice and the reasons for the proposed resolutions. Both documents should be read in their
entirety and in conjunction with each other.
Background
As announced on 31 December 2025, the Company entered into a funding agreement with Hale to raise up to
A$7,000,000 pursuant to a Convertible Note Facility, the key terms of which are set out in Appendix A, and to raise
up to A$5,600,000 pursuant to an issue of Warrants (assuming non-cashless exercise of all Warrants) and entry into
the Warrant Deed, the key terms of which are summarised at Appendix B.
Pursuant to the Convertible Note Facility, the Company proposes to issue up to 7 million unlisted Notes each with a
face value of A$1 and convertible into Shares at A$0.1234 per Share.
In connection with the convertible note financing, the Company proposes to issue up to 45,380,875 unlisted Warrants
and grant the Warrant Put Option, with each Warrant exercisable into one Share at an exercise price of A$0.1234.
Tranche 1 of the Notes comprising 2,979,184 Convertible Notes and Tranche 1 Warrants comprising 19,314,000
Warrants were issued to the Hale investors on 30 January 2026 as announced to the ASX pursuant to which the
Company obtained funding in total of A$2,979,184 (excluding transaction costs). The Tranche 1 Convertible Notes
and the Tranche 1 Warrants were issued within the Company's existing 15% capacity limit under ASX Listing Rule 7.1
and the Company seeks to ratify the prior issue of those securities pursuant to Resolution 1 and Resolution 3
respectively in order to exclude the issue of the Tranche 1 Convertible Notes and the Tranche 1 Warrants from the
Company's 15% placement capacity limit and provide flexibility to the Company to raise further capital by securities
issues in the next 12 months, should an appropriate opportunity arise, as further described in Resolution 1 and
Resolution 3.
Pursuant to the Convertible Note Facility, before the Company can obtain the remaining (tranche 2) funding of
A$4,020,816, the Company must obtain shareholder approval in respect of Resolution 2, Resolution 4 and Resolution
5.
Accordingly, the Company may access a further A$4,020,816 by issuing in aggregate to the Hale investors:
(a) a further 4,020,816 Convertible Notes (the Tranche 2 Convertible Notes), which is subject to Shareholder approval
of Resolution 2;
(b) a further 26,066,875 Warrants (the Tranche 2 Warrants), which is subject to Shareholder approval of Resolution
4,
and granting the Warrant Put Option in respect of the Warrants (all Tranche 1 Warrants and all Tranche 2 Warrants),
subject to obtaining shareholder approval of Resolution 5.
Resolution 1: Ratification of Prior Issue of Tranche 1 Convertible Notes
Background
Resolution 1 seeks Shareholder approval for the prior issue of 2,979,184 Convertible Notes as announced to ASX on
30 January 2026 pursuant to the Convertible Note Facility (Tranche 1 Convertible Notes), issued utilising the
Company’s 15% capacity under ASX Listing Rule 7.1, on such terms and conditions more particularly described below.
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities
the Company can issue without the approval of security holders over any 12 month period to 15% of the Company's
fully paid issued ordinary securities at the start of that period.
ASX Listing Rule 7.4 allows the Company’s security holders to approve an issue of equity securities after it has been
made or agreed to be made (provided that the previous issue did not breach ASX Listing Rule 7.1). If approval is
granted under ASX Listing Rule 7.4, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does
not reduce the Company's capacity to issue further equity securities without security holder approval under ASX Listing
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Rule 7.1 (thereby replenishing the Company’s 15% capacity, enabling the Company to issue further securities over the
next 12 months up to that limit).
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 issues under ASX Listing Rule 7.1. To this end, Resolution 1 seeks
Shareholder approval for the prior issue of the Tranche 1 Convertible Notes.
The effect of the Company issuing the Tranche 1 Convertible Notes using its 15% capacity under ASX Listing Rule 7.1
(including where ratified under ASX Listing Rule 7.4) is that any issue of Shares on conversion of the Tranche 1
Convertible Notes falls within ASX Listing Rule 7.2 Exception 9, the effect of which is that such issue of Shares on
conversion of the Tranche 1 Convertible Notes will not require subsequent shareholder approval, nor will it reduce the
Company's 15% capacity under ASX Listing Rule 7.1.
Technical information required by ASX Listing Rule 14.1A
If Resolution 1 is approved by Shareholders, the issue of the Tranche 1 Convertible Notes (including the issue of Shares
on conversion of any Tranche 1 Convertible Notes) will no longer utilise a portion of the Company's 15% capacity limit
under ASX Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without
requiring prior Shareholder approval over the 12 month period following the issue date.
If Resolution 1 is not approved by Shareholders, the Company’s ability to raise additional equity funds over the next
12 months without Shareholder approval will be restricted.
Resolution 1 is an ordinary resolution required to be passed by a simple majority of votes cast by the Shareholders
entitled to vote.
Technical information required by ASX Listing Rule 7.5
In accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:
Number of Tranche 1 Convertible Notes
issued
2,979,184 Convertible Notes
Date of issue of Tranche 1 Convertible Notes
The Tranche 1 Convertible Notes were issued on 30
January 2026.
Issue price and consideration
The Tranche 1 Convertible Notes were issued in
return for payment by Hale to the Company of the
face value of A$1.00 per Convertible Note, the
aggregate value of which was A$2,979,184.
Recipients of the Tranche 1 Convertible
Notes
HCP Fund V-FVX, LLC; and
HCP-FVX, LLC,
in their respective proportions
Conversion Price A$0.1234 per Share
Maturity Date
48 months following financial close (30 January
2026), subject to the Company's right to extend
maturity for a further 12 months.
Summary of material terms of the Tranche 1
Convertible Notes
See Appendix A
Purpose of the issue and intended use of
funds
Issued in consideration for strategic investment by
HCP Fund V-FVX, LLC and HCP-FVX, LLC as
announced to the market on 31 December 2025, to
support the Company’s U.S. expansion strategy and
for working capital and general corporate purposes.
8
Voting Exclusion Statement
A voting exclusion statement is included with
Resolution 1 as set out in the Notice.
Directors’ recommendation
The Directors unanimously recommend that the Shareholders vote in favour of this Resolution 1.
9
Resolution 2: Approval to Issue Tranche 2 Convertible Notes
Background
Resolution 2 seeks Shareholder approval under ASX Listing Rule 7.1 to issue up to 4,020,816 Convertible Notes, the
proposed issue of which was announced to ASX on 6 January 2026 pursuant to the Convertible Note Facility
(Tranche 2 Convertible Notes) on such terms and conditions more particularly described below.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions under Listing Rule 7.2, issue
or agree to issue equity securities during any 12-month period in excess of 15% of the number of fully paid ordinary
securities on issue at the commencement of that 12-month period without Shareholder approval. Resolution 2 seeks
Shareholder approval for the issue of the Tranche 2 Convertible Notes.
If Shareholder approval is obtained for the issue the Tranche 2 Convertible Notes under ASX Listing Rule 7.1, no further
Shareholder approval is required to issue Shares on conversion of the Tranche 2 Convertible Notes, noting that under
ASX Listing Rule 7.2 Exception 9, Shareholder approval ASX Listing Rule 7.1 will be deemed to have already been
provided in these circumstances.
Resolution 2 is an ordinary resolution required to be passed by a simple majority of votes cast by the Shareholders
entitled to vote.
Technical information required by ASX Listing Rule 14.1A
The Company may not obtain the tranche 2 funding totalling A$4,020,816 pursuant to the Convertible Note Facility
unless each of this Resolution 2, Resolution 4 and Resolution 5 is approved by ordinary Shareholder resolution.
In particular, if Resolution 2 is approved, the Company will be able to issue the Tranche 2 Convertible Notes (no later
than 3 months after the date of this Extraordinary General Meeting) without utilising a portion of the Company’s 15%
capacity limit under ASX Listing Rule 7.1.
If this Resolution 2 is not approved:
(a) the Company will either not be able to issue the Tranche 2 Convertible Notes, or will only be able to issue a portion
of the Tranche 2 Convertible Notes by using the Company’s remaining 15% capacity limit under ASX Listing Rule
7.1 (assuming either or both of Resolution 1 and Resolution 3 is passed thereby replenishing the Company's 15%
capacity, which is currently almost fully taken up by the prior issue of Tranche 1 Convertible Notes and Tranche 1
Warrants); and
(b) in accordance with the Convertible Note Facility, the Company would be obliged to duly convene and hold a further
extraordinary general meeting to vote on this resolution within 4 months of 27 March 2026 and in doing so, incur
additional time and costs,
and for practical purposes, because the Tranche 2 Convertible Notes are proposed to be issued as part of the Company's
funding agreement and strategic partnership with Hale (as announced to the ASX on 31 December 2025, including to
support the Company's U.S. expansion strategy), if this Resolution 2 is not approved (either at this Meeting or failing
approval at this Meeting, is not approved at any subsequent meeting of Shareholders as required to be held by the
terms of the Convertible Note Facility) the Company will not be able to access the second tranche of funding and will
need to explore alternative funding sources and strategic partnerships.
Technical information required by ASX Listing Rule 7.3
In accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Tranche 2 Convertible
Notes to be issued in relation to Resolution 2 and pursuant to the Convertible Note Facility:
Number of Tranche 2 Convertible Notes to
be issued
4,020,816 Convertible Notes
Date of proposed issue of Tranche 2
Convertible Notes
Subject to obtaining Shareholder approval for this
Resolution 2, Resolution 4 and Resolution 5, the
Tranche 2 Convertible Notes will be issued on or
around 31 March 2026 and in any case no later than
3 months after the date of this Extraordinary General
Meeting.
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Issue price and consideration
Subject to Shareholder approval, the Tranche 2
Convertible Notes are to be issued in return for
payment by Hale to the Company of the face value of
A$1.00 per Convertible Note, the aggregate value of
which is A$4,020,816.
Recipients of the Tranche 2 Convertible
Notes
HCP Fund V-FVX, LLC; and
HCP-FVX, LLC,
in their respective proportions.
Conversion Price A$0.1234 per Share
Maturity Date
48 months following financial close (being 30 January
2026), subject to the Company's right to extend
maturity for a further 12 months.
Summary of material terms of the Tranche 2
Convertible Notes
See Appendix A
Purpose of the issue and intended use of
funds
Issued in consideration for strategic investment by
HCP Fund V-FVX, LLC and HCP-FVX, LLC as announced
to the market on 31 December 2025, to support the
Company’s U.S. expansion strategy and for working
capital and general corporate purposes.
Voting Exclusion Statement
A voting exclusion statement is included with
Resolution 2 as set out in the Notice.
Directors' recommendation
The Directors unanimously recommend that the Shareholders vote in favour of this Resolution 2.
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Resolution 3: Ratification of Prior Issue of Tranche 1 Warrants
Background
Resolution 3 seeks Shareholder approval for the prior issue of 19,314,000 Warrants as announced to ASX on 30 January
2026 pursuant to the Warrant Deed (Tranche 1 Warrants), issued utilising the Company’s 15% capacity under ASX
Listing Rule 7.1, on such terms and conditions more particularly described below.
A summary of ASX Listing Rules 7.1 and 7.4 are set out in the 'Background' to Resolution 1 above. 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 issues under ASX Listing Rule 7.1.
To this end, Resolution 3 seeks Shareholder approval for the prior issue of the Tranche 1 Warrants. The effect of the
Company issuing the Tranche 1 Warrants using its placement capacity under ASX Listing Rule 7.1 is that any issue of
Shares on exercise of the Tranche 1 Warrants falls within ASX Listing Rule 7.2 Exception 9 (which is summarised in the
'Background' to Resolution 1 above), the effect of which is that such issue of Shares on exercise of the Tranche 1
Warrants will not require subsequent shareholder approval, nor will it reduce the Company's 15% capacity under ASX
Listing Rule 7.1.
Technical information required by ASX Listing Rule 14.1A
If Resolution 3 is approved by Shareholders, the issue of the Tranche 1 Warrants (including the issue of Shares on
exercise of any Tranche 1 Warrants) will no longer utilise a portion of the Company's 15% capacity limit under ASX
Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder
approval over the 12 month period following the issue date.
If Resolution 3 is not approved, the Company’s ability to raise additional equity funds over the next 12 months without
Shareholder approval will be restricted.
Resolution 3 is an ordinary resolution required to be passed by a simple majority of votes cast by the Shareholders
entitled to vote.
Technical information required by ASX Listing Rule 7.5
In accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:
Number of Tranche 1 Warrants issued 19,314,000 Warrants
Date of issue of Tranche 1 Warrants
The Tranche 1 Warrants were issued on 30 January
2026.
Issue price and consideration Nil
Recipients of the Tranche 1 Warrants
HCP Fund V-FVX, LLC; and
HCP-FVX, LLC,
in their respective proportions.
Summary of material terms of the Tranche 1
Warrants
See Appendix B
Purpose of the issue and intended use of
funds
Nil funds raised.
Tranche 1 Warrants were issued in consideration for
the strategic investment by Hale (provision of
convertible note financing) as announced to the
market on 31 December 2025 and to support the
Company’s U.S. expansion strategy, as further
described in the 'Background' at the top of this
Explanatory Memorandum. If the Hale investors
subsequently exercise the Tranche 1 Warrants for
cash consideration (i.e. non-cashless exercise),
consideration of A$0.1234 per Warrant will be
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payable to the Company in exchange for the issue by
the Company of one Share for each Warrant.
Voting Exclusion Statement
A voting exclusion statement is included with
Resolution 3 as set out in the Notice.
Directors’ recommendation
The Directors unanimously recommend that the Shareholders vote in favour of Resolution 3.
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Resolution 4: Approval to Issue Tranche 2 Warrants
Background
Resolution 4 seeks Shareholder approval under ASX Listing Rule 7.1 to issue up to 26,066,875 Warrants, the
proposed issue of which was announced to ASX on 6 January 2026 pursuant to the Warrant Deed (Tranche 2
Warrants), on such terms and conditions more particularly described below.
A summary of ASX Listing Rule 7.1 is set out in the 'Background' to Resolution 2 above. Resolution 4 seeks Shareholder
approval for the issue of the Tranche 2 Warrants.
If Shareholder approval is obtained for the issue of the Tranche 2 Warrants under ASX Listing Rule 7.1, no further
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