Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
SPACETALK LTD
ACN 091 351 530
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 11:00 a.m. (AEDT)
DATE: Thursday, 19 November 2026
PLACE: Spacetalk Ltd, Suite 2, Level 9, 80-82 Pitt Street, Sydney, NSW
The business of the Meeting affects your shareholding and your vote is important.
Shareholders are urged to attend meeting and or vote by lodging the Proxy Form attached to this
Notice.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote,
they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations
2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered
Shareholders at 7.00 p.m. (AEDT) on Tuesday, 17 November 2026.
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B US I N E S S O F TH E M EE T I N G
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended
30 June 2026 together with the declaration of the Directors, the Director’s report, the Remuneration
Report and the auditor’s report.
1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as a non-binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other
purposes, approval is given for the adoption of the Remuneration Report as contained in
the Company’s annual financial report for the financial year ended 30 June 2026.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
2. RESOLUTION 2 – ELECTION OF DIRECTOR – ANDREW GROVER
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That , Andrew Grover, who having previously been appointed to fill a casual vacancy,
retires in accordance with Listing Rule 14.4 and clause 19.2 of the Company’s Constitution
and who offers himself for election, is elected as a Director of the Company.”
3. RESOLUTION 3 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO GEORG CHMEIL
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 10.14 and for all other purposes, Shareholders
approve the issue and allotment of 319,203 Performance Rights to Mr Georg Chmiel (or his
nominee) under the Company’s Equity Incentive Plan, on the terms and conditions set out
in the Explanatory Statement”
4. RESOLUTION 4 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MIKE RANN
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 10.14 and for all other purposes, Shareholders
approve the issue and allotment of 182,402 Performance Rights to the Hon Mike Rann AC
(or his nominee) under the Company’s Equity Incentive Plan, on the terms and conditions
set out in the Explanatory Statement”
5. RESOLUTION 5 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO JOHN BIRD
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 10.14 and for all other purposes, Shareholders
approve the issue and allotment of 136,801 Performance Rights to the Mr John Bird (or his
nominee) under the Company’s Long Term Incentive Plan, on the terms and conditions set
out in the Explanatory Statement”
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6. RESOLUTION 6 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO ANDREW GROVER
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 10.14 and for all other purposes, Shareholders
approve the issue and allotment of 45,600 Performance Rights to the Mr Andrew Grover
(or his nominee) under the Company’s Long Term Incentive Plan, on the terms and
conditions set out in the Explanatory Statement”
7. RESOLUTION 7 – APPROVAL OF 10% PLACEMENT FACILITY
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as a Special Resolution:
“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders
approve the Company having additional capacity to issue Equity Securities up to 10% of
the issued capital of the Company (at the time of the issue) (10% Share Placement
Capacity) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2
and on the terms and conditions set out in the Explanatory Statement.”
Dated: 21 October 2026
Hasaka Martin
Company Secretary
By Order of the Board
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Voting Prohibitions
In accordance with sections 250BD and 250R of Corporations Act, voting prohibitions apply to the
following persons:
Resolution 1 – Adoption of
Remuneration Report
A vote on this Resolution must not be cast (in any capacity) by or on behalf of
either of the following persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution
as a proxy if the vote is not cast on behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy
is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this
Resolution is connected directly or indirectly with the remuneration of
a member of the Key Management Personnel.
Resolutions 3, 4, 5 and 6 -
Approval of Issue of
Performance Rights to Georg
Chmiel, Mike Rann, Andrew
Grover and John Bird
A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with remuneration
of a member of the Key Management Personnel.
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
Resolution 3 - Approval of
Issue of Performance Rights to
Georg Chmiel
All persons referred to in Rule 10.14.1, 10.14.2 or 10.14.3, who are eligible to
participate in the Long Term Incentive Plan..
Resolution 4- Approval of Issue
of Performance Rights to Mike
Rann
All persons referred to in Rule 10.14.1, 10.14.2 or 10.14.3, who are eligible to
participate in the Long Term Incentive Plan.
Resolution 5 - Approval of
Issue of Performance Rights to
John Bird
All persons referred to in Rule 10.14.1, 10.14.2 or 10.14.3, who are eligible to
participate in the Long Term Incentive Plan.
Resolution 6 - Approval of
Issue of Performance Rights to
Andrew Grover
All persons referred to in Rule 10.14.1, 10.14.2 or 10.14.3, who are eligible to
participate in the Long Term Incentive Plan.
Resolution 7 - Approval of 10%
Placement Facility
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 Shares); or any associate of such person.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with the directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b) the Chair 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:
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(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.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in
accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• 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. If the
Shareholder appoints two proxies and the appointment does not specify the proportion or
number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must
vote the proxies as directed.
Chair’s Voting Intention
The Chair intends to vote all undirected proxies in favour of all resolution.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary, Hasaka Martin, at hasaka.martin@singletoncosec.com.au.
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E X PL A N A T O R Y S T A T E M E N T
This Explanatory Statement has been prepared to provide information which the Directors believe
to be material to Shareholders in deciding whether or not to vote for the Resolutions.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt
and consideration of the annual financial report of the Company for the financial year
ended 30 June 2026 together with the declaration of the Directors, the Directors’ report,
the Remuneration Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to
Shareholders unless specifically requested to do so. The Company’s annual financial report
is available on its website on the Company’s investor relations website at
https://investorhub.spacetalk.co .
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act 2001 (Cth) (the Act) requires that at a listed company’s annual
general meeting, a resolution that the remuneration report to be adopted must be put to
the shareholders. However, such a resolution is advisory only and does not bind the
company or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for the
directors and senior management of the company. The remuneration report is part of the
directors’ report contained in the annual financial report of the company for a financial
year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask
questions about or make comments on the remuneration report at the annual general
meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of
another meeting of shareholders to consider the appointment of directors of the company
(Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast
on a remuneration report resolution are voted against adoption of the remuneration report
and at the first of those annual general meetings a Spill Resolution was not put to vote. If
required, the Spill Resolution must be put to vote at the second of those annual general
meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must
convene a shareholder meeting (Spill Meeting) within 90 days of the second annual
general meeting.
All of the directors of the company who were in office when the directors' report (as
included in the company’s annual financial report for the most recent financial year) was
approved, other than the managing director of the company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for re-election at the Spill
Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the
company is approved will be the directors of the company.
2.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the
remuneration report were less than 25%. Accordingly, the Spill Resolution is not relevant for
this Meeting.
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3. RESOLUTION 2 – ELECTION OF DIRECTOR – ANDREW GROVER
3.1 General
Listing Rule 14.4 and clause 19.2 of the Constitution provide that, a director appointed by
directors to fill a casual vacancy, must not hold office (without election) past the next
annual general meeting.
On 8 April 2026, Andrew Grover was appointed as an independent non-executive Director
of the Company. Mr Grover having been appointed by the directors, retires in accordance
with Listing Rule 14.4 and clause 19.2 of the Constitution, and offers himself for election.
3.2 Qualifications, experience and other material directorships
Andrew is an experienced public company executive, entrepreneur and investor with
extensive experience across healthcare, technology, consumer and financial services
sectors. He is Executive Chair of Echo IQ Ltd (ASX: EIQ), where he led the company’s
transformation into a US focused AI diagnostics business, achieving FDA clearance and
establishing a US-based leadership team to drive commercialisation and growth. Andrew
also serves as Non-Executive Chairman of Nutritional Growth Solutions (ASX: NGS), where
he is leading a strategic rebuild including governance reform, operational restructuring
and acquisition strategy. He has founded and exited multiple high-growth businesses and
is recognised for strategic repositioning, capital markets execution and scaling
organisations for long-term value creation.
3.3 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Grover will be re-elected as an independent Director.
If this Resolution is not passed, Mr. Grover will not continue in their role as independent
Director. The Company may seek nominations or otherwise identify suitably qualified
candidates to join the Company.
3.4 Directors Recommendation
The Directors (excluding Mr Grover) are of the view that Mr Grover has the skills, knowledge,
experience and capabilities required by the Board.
The Directors (other than Mr Grover) recommend that Shareholders vote in favour of this
Resolution.
4. RESOLUTIONS 3, 4, 5 AND 6 – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO GEORG
CHMIEL, JOHN BIRD AND ANDREW GROVER.
4.1 General
Non-Executive Directors agreed to a variation to the terms of their appointment, such that
a portion of their directors’ fees is payable in Performance Rights rather than cash, subject
to Shareholder approval. The proposed grant to the Non-Executive Directors is to link their
interests to shareholder value creation and to encourage the long-term sustainable growth
of the Company, as well as to assist with conservation of cash.
Subject to Shareholders approval, the Company proposes to grant Performance Rights to
each of the following Non-Executive Directors (or their nominee):
• 319,203 Performance Rights to Mr Georg Chmiel (or his nominee), Chair and non-
executive Director (Resolution 3);
• 182,402 Performance Rights to the Mr Mike Rann (or his nominee), Non-Executive
Director (Resolution 4);
• 136,801 Performance Rights to Mr John Bird (or his nominee), Non-Executive
Director (Resolution 5);and
• 45,600 Performance Rights to Mr Andrew Grover (or his nominee), Non-Executive
Director (Resolution 6).
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The quantum of the Performance Rights is to be determined by applying a VWAP
calculation over the period in which the remuneration applicable to the Performance
Rights is earned. For the purposes of these Resolutions the calculation is based upon the
period from 1 July 2025 until 30 June 2026 (inclusive).
Listing Rule 10.14 provides that a listed company must not issue equity securities to a
Director of the Company, or a person meeting the description in Listing Rule 10.14.3, under
an employee incentive scheme unless the issue has been approved by Shareholders.
Once Shareholder approval is obtained pursuant to Listing Rule 10.14, the Company is
entitled to rely on Listing Rule 10.12, exception 8 as an exception to any requirement that
may otherwise apply requiring Shareholder approval under Listing Rule 10.11. Similarly,
Shareholder approval will not be required under Listing Rule 7.1, as Listing Rule 7.2
exception 14 applies.
4.2 Information required by Listing Rule 14.1A
If these Resolutions are approved, the Company will be able to proceed with the issue of
the Performance Rights to Mr Georg Chmiel, Mr Mike Rann, Mr John Bird and Mr Andrew
Grover.
If these Resolutions are not approved, the Company will not be able to proceed with the
issue and the Company will be required to pay the equivalent value in cash.
4.3 Information required under Listing Rule 10.15
REQUIRED
INFORMATION
Resolution 3 Resolutions 4, 5 and 6
Name of the person
to whom Securities
will be issued
Mr. Georg Chmiel Mr. Mike Rann, Mr. John Bird and Mr.
Andrew Grover.
Category of person
under Listing Rule
10.14
Mr. Chmiel falls within the category set out
in Listing Rule 10.14.1 by virtue of being a
Director of the Company.
Any nominee(s) of Mr. Chmiel who receive
Securities may constitute ‘associates’ for
the purposes of Listing Rule 10.14.2.
Mr. Rann, Mr. Bird and Mr. Grover fall
within the category set out in Listing Rule
10.14.1 as they are Directors of the
Company. Any nominee(s) of Mr. Rann,
Mr. Bird or Mr. Grover who receive
Securities may constitute ‘associates’ for
the purposes of Listing Rule 10.14.2.
Number of Securities
and class to be
issued
319, 203 Performance Rights will be issued. 182,402 Performance Rights will be issued
to Mr. Rann.
Mr. Bird and Mr. Grover will receive a pro-
rata amount relative to their length of
service over the 2026 financial year.
136,801 Performance Rights will be issued
to Mr. Bird.
45,600 Performance Rights will be issued
to Mr. Grover.
Remuneration
package
The total remuneration package for Non-
Executive Chair is:
• $96,000 per annum in cash;
• $35,000 per annum in
performance rights (the subject
of this Resolution).
The total remuneration package for
each of the Non-Executive Directors is:
• $45,000 per annum in cash;
• $20,000 per annum in
performance rights (the subject
of this Resolution); and
• Statutory superannuation.
Mr. Bird was appointed as a Non-
executive Director on 15 September
2025. And Mr. Gover was appointed 8
April 2026.
Mr. Bird and Mr. Grover receive a pro-
rated amount of performance rights
equal to the proportion of 2026 financial
year for which they served as a director.
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REQUIRED
INFORMATION
Resolution 3 Resolutions 4, 5 and 6
Securities previously
issued to the
recipient/(s) under
the Plan
341,145 Performance Rights have
previously been issued to Mr. Chmiel for nil
cash consideration under the Plan.
205,485 Performance Rights have
previously been issued to Mr. Rann for nil
cash consideration under the Plan.
No performance rights or other securities
have been issued to Mr. John Bird, or Mr.
Andrew Grover, under the Plan.
Terms of Securities The Performance Rights will vest one business day after the grant and expire five years
after the date of grant. Each vested Performance Right may be converted to a Share
for nil consideration, upon the holder’s election.
The Performance Rights are issued under the Long Term Incentive Plan rules which are
set out in Annexure A to this Notice.
Consideration of
type of Security to
be issued
Nil cash consideration is paid for the Performance Rights. The securities are issued as
part of the 2026 financial directors fees.
Valuation The Company values the Performance
Rights at $35,000 per annum in
performance rights, calculated based on
the VWAP of the Company’s shares over
the 2026 financial year ($0.1096).
The Company values the Performance
Rights at $20,000 per annum in
performance rights, calculated based on
the VWAP of the Company’s shares over
the 2026 financial year ($0.1096).
Date(s) on or by
which the Securities
will be issued
The Company expects to issue the Securities within 5 Business Days of the Meeting. In
any event, the Company will not issue any Securities later than three years after the date
of the Meeting (or such later date to the extent permitted by any ASX waiver or
modification of the Listing Rules).
Issue price of
Securities
The Performance Rights will be issued at a nil issue price.
Material terms of the
Plan
A summary of the material terms and conditions of the Plan is set out in Annexure A.
Material terms of
any loan
No loan is being made in connection with the acquisition of the Securities.
Additional
Information
Details of any Securities issued under the Plan will be published in the annual report of
the Company relating to the period in which they were issued, along with a statement
that approval for the issue was obtained under Listing Rule 10.14.
Any additional persons covered by Listing Rule 10.14 who become entitled to
participate in an issue of Securities under the Plan after this Resolution is approved and
who were not named in this Notice will not participate until approval is obtained under
Listing Rule 10.14.
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
Voting prohibition
statement.
A voting prohibition statement applies to this Resolution.
4.4 Directors Recommendation
The Directors (excluding Mr. Chmiel for Resolution 3, Mr Rann for Resolution 4, Mr Bird for
Resolution 5 and Mr Grover for Resolution 6) recommend that Shareholders vote in favour
of this Resolution.
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5. RESOLUTION 7 – APPROVAL OF 10% PLACEMENT FACILITY
5.1 General
Broadly speaking, and 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.
However, under ASX Listing Rule 7.1A, an eligible entity can seek approval from its
Shareholders, by way of a special resolution passed at its annual general meeting, to
increase this 15% limit by an extra 10% (10% Share Placement Capacity) bringing the total
combined potential placement capacity to 25%.
An ‘eligible entity’ for the purpose of ASX Listing Rule 7.1A is an entity that is not included
in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. At the date
of this Notice, the Company is an eligible entity and anticipates it will remain an eligible
entity at the date of the Meeting.
Resolution 7 seeks Shareholder approval, by way of special resolution, for the Company to
have the additional 10% Share Placement Capacity provided for in ASX Listing Rule 7.1A
to issue Equity Securities without Shareholder approval.
Resolution 7 is a special resolution which requires approval of at least 75% of the votes cast
by Shareholders entitled to vote be in favour of the Resolution.
5.2 Information required by Listing Rule 14.1A
If Resolution 7 is passed, the Company will be able to access the 10% Share Placement
Capacity allowing it to issue Equity Securities up to the combined 25% limit in ASX Listing
Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 7 is not passed, the Company will not be able to access the additional 10%
Share Placement Capacity provided for in ASX Listing Rule 7.1A and will remain subject to
its 15% limit under ASX Listing Rule 7.1.
5.3 Additional Information required by ASX Listing Rule 7.3A
In accordance with ASX Listing Rule 7.3A, the following information is provided:
Minimum price
The price at which the Equity Securities may be issued under the 10% Share Placement
Capacity must not be less than 75% of the volume weighted average price of an existing
quoted class of the Company’s Equity Securities, calculated over 15 trading days on which
trades in that class were recorded immediately before:
• the date on which the price at which the Equity Securities are to be issued is
agreed; or
• if the Equity Securities are not issued within 10 trading days of the date in
paragraph (i), the date on which the Equity Securities are issued.
Potential risk of economic and voting dilution
If Resolution 7 is approved and Equity Securities are issued under the 10% Share Placement
Capacity, the existing Shareholders’ economic and voting power in the Company will be
diluted.
There is a risk that:
• the market price for the Equity Securities in that class may be significantly lower on
the issue date than on the date of the approval under ASX Listing Rule 7.1A; and
• the Equity Securities may be issued at a price that is at a discount to the market
price for those Equity Securities on the issue date
which may have an effect on the amount of funds raised by the issue of Equity Securities.
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The table below is a hypothetical example of the potential dilution of existing Shareholders
where the full 10% Share Placement Capacity is utilised, on the basis of three different
assumed issue prices and values for variable “A” in the formula in ASX Listing Rule 7.1A.2.
Dilution
when
compared
with the
current
issued share
capital
Hypothetical issue price of shares issued under the 10% Share
Placement Capacity
50% decrease in Issue
Price
$0.0355 per share
Issue Price
$0.071 per share
100% increase in
Issue Price
$0.142 per share
Issued
share
capital
Current issued
share capital
402,722,697
10% dilution 40,272,269 shares 40,272,269 shares 40,272,269 shares
Funds raised $1,429,665 $2,859,331 $5,718,662
50% increase in
issued share
capital
604,084,046
10% dilution 60,408,404 shares 60,408,404 shares 60,408,404 shares
Funds raised
$ 2,144,498 $ 4,288,996 $ 8,577,993
100% increase in
issued share
capital
805,445,394
10% dilution
80,544,539 shares 80,544,539 shares 80,544,539 shares
Funds raised
$ 2,859,331 $ 5,718,662 $ 11,437,324
Note: the table above has been prepared on the following assumptions:
• The Issue Price of $0.071is based on the closing price of shares on 1 October 2026;
• The current issued share capital of 402,722,697 Shares is the number of Shares on issue on 1 October
2026 and has been calculated in accordance with the formula in ASX Listing Rule 7.1A(2);
• The Company issues the maximum number of Equity Securities available under the 10% Share
Placement Capacity;
• No Options or Rights are exercised prior to the date of issue of any Equity Securities;
• The table shows only the effect of issues of Equity Securities under the 10% Share Placement
Capacity, not under the Company’s 15% placement capacity under ASX Listing Rule 7.1; and
• The table does not show an example of dilution that may occur to a particular Shareholder due
to any placements under the 10% Share Placement Capacity.
Approval Period
An approval under ASX Listing Rule 7.1A commences on the date of the annual general
meeting at which the approval is obtained and expires on the first to occur of the following:
the date which is 12 months after the date of the annual general meeting at which the
approval is obtained;
• the time and date of the Company’s next annual general meeting; and
• the time and date on which Shareholders approve a transaction under ASX Listing
Rules 11.1.2 (significant change to the nature or scale of the Company’s activities)
or 11.2 (disposal of the Company’s main undertaking).
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Purpose of potential issue
Any Equity Securities issued under the 10% Share Placement Capacity must be for cash
consideration only. The Company presently intends to use any funds raised from such issues
for working capital purposes.
The Company will comply with its disclosure obligations under ASX Listing Rules 7.1A.4 and
3.10.3 upon any issue of Equity Securities.
Allocation policy under the 10% Share Placement Capacity
The Company’s allocation policy will depend on the prevailing market conditions at the
time of any proposed issue under the 10% Share Placement Capacity.
Potential allottees of Equity Securities under the 10% Share Placement Capacity will be
determined on a case-by-case basis having regard to factors which may include:
the methods of raising funds which are available to the Company, including the time and
market exposure associated with the various methods of raising capital applicable at the
time of the raising;
• the effect of any such issue on the control of the Company;
• the financial situation of the Company; and
• advice from corporate, financial and broking advisers.
At the date of this Notice, no specific intention to issue Equity Securities under the 10%
Share Placement Capacity have been determined. If and when the determination is
made to proceed with an issue of Equity Securities, the allottees may include existing and
new Shareholders who are not related parties or associates of a related party of the
Company.
Prior issues and Shareholder approval
The company confirms no Equity Securities were issued or agreed under ASX Listing Ru
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