Notice of General Meeting and Independent Experts Report
Released
Released
Announcement PDF
SPACETALK LTD
ACN 091 351 530
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 11:00 am (AEDT)
DATE: Wednesday, 5 November 2025
PLACE: via Virtual Meeting at https://meetings.lumiconnect.com/300-970-384-520
The business of the Meeting affects your shareholding and your vote is important.
The Meeting is being held by way of a virtual meeting (electronically). Shareholders are urged to
attend and vote at the Meeting electronically using online meeting technology 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 pm (AEDT) on Monday 3 November 2025.
INDEPENDENT EXPERT’S REPORT
Shareholders should carefully consider the Independent Expert’s Report prepared for the purposes
of section 611 (item 7) of the Corporations Act. The Independent Expert’s Report comments on the
fairness and reasonableness of the transaction the subject of Resolution 2 to the non-associated
Shareholders.
The Independent Expert has determined the transaction the subject of Resolution 2 is not fair but
reasonable to the non-associated Shareholders.
BOARD RECOMMENDATION
The Directors believe the transaction the subject of Resolution 2 is in the best interests of Shareholders
and accordingly, recommend that Shareholders vote in favour of Resolution 2.
The Directors unanimously recommend that you vote in favour of all resolutions. And the Chair
intends to vote all undirected proxies in favour of all resolution.
5875-05/3778827_2 2
B US I NE S S OF T HE ME E T I NG
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF APRIL PLACEMENT SHARES
To consider and, if thought fit, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders
ratify the issue of 9,035,715 April Placement Shares to the April Placement
Participants on the terms and conditions set out in the Explanatory Statement.”
2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES ON CONVERSION OF THORNEY NOTES
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of section 611 (Item 7) of the Corporations Act and for all
other purposes, approval is given for the Company to issue up to:
(a) that number of Principal Shares as is calculated by dividing the Principal
Amount of the Thorney Notes by the Conversion Price; and
(b) that number of Interest Shares as is calculated by dividing the interest
accrued on the Thorney Notes by the Interest Conversion Price,
to members of the Thorney Investment Group, which will result in an increase to the
Thorney Investment Group’s voting power in the Company beyond 20% on the terms
and conditions set out in the Explanatory Statement.”
Independent Expert’s Report: Shareholders should carefully consider the Independent Expert’s Report
prepared by RSM Corporate Australia Pty Ltd (RSM) for the purposes of section 611 (item 7) of the
Corporations Act. The Independent Expert’s Report comments on the fairness and reasonableness of the
transaction the subject of this Resolution to the non-associated Shareholders.
The Independent Expert has determined the transaction the subject of this Resolution is not fair but
reasonable to the non-associated Shareholders.
3. RESOLUTION 3 – APPROVAL TO ISSUE PAM NOTES
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue 1,000,000 PAM Notes to PAM (or its nominees) on the terms
and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – APPROVAL TO ISSUE SEPTEMBER PLACEMENT SHARES
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue 13,636,364 September Placement Shares to the September
Placement Participants on the terms and conditions set out in the Explanatory
Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE SHARES ON CONVERSION OF SEPTEMBER NOTES
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue up to that number of Shares to the September Noteholders
(or their nominees) which, when multiplied by the Conversion Price, will have a value
equal to the Principal Amount plus accrued interest in respect of the September
Notes, on the terms and conditions set out in the Explanatory Statement.”
Dated: 7 October 2025
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Voting Exclusion Statements
In accordance with Listing Rule 14.11 and item 7 of section 611 of the Corporations Act, the
Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of
the following persons:
Resolution 1 – Ratification of
prior issue of April Placement
Shares
The April Placement Participants or any person who participated in the issue
or an associate of that person or those persons.
Resolution 2 – Approval of
issue of Shares on
Conversion of Thorney Notes
No votes may be cast in favour of this Resolution by:
(a) the person proposing to make the acquisition and their associates; or
(b) the persons (if any) from whom the acquisition is to be made and their
associates.
Accordingly, the Company will disregard any votes cast on this Resolution
by any member of the Thorney Investment Group and any of their
associates.
Resolution 3 – Approval to
issue PAM Notes
PAM (or its nominees) or 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 an associate of that person or those persons.
Resolution 4 – Approval to
issue September Placement
Shares
The September Placement Participants or 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 an associate of that person or those
persons.
Resolution 5 – Approval to
issue Shares on Conversion
of September Notes
The September Noteholders (or their nominees) or 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 an associate of that person or those
persons.
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:
(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.
4
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.
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 following URL into their browser:
https://meetings.lumiconnect.com
If you choose to participate in the Meeting online you can log in to the Meeting by entering:
• the Meeting ID, which is 300-970-384-520
• your username, which is your Voting Access Code which can be located on the first page
of your Proxy Form or Notice of Meeting email; and
• 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 the Company’s share registry
on +61 2 9290 9600 or 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.
Technical difficulties may arise during the course of the Meeting. The Chair of the Meeting has
discretion as to whether and how the Meeting should proceed in the event that a technical difficulty
arises. In exercising this discretion, the Chair will have regard to the number of Shareholders
impacted and the extent to which participation in the business of the Meeting is affected.
Where the Chair of the Meeting considers it appropriate, the Chair may continue to hold the
Meeting and transact business, including conducting a poll and voting in accordance with valid
proxy instructions. For this reason, Shareholders are encouraged to submit a directed proxy in
advance of the Meeting in accordance with the instructions above, so that votes can still be
counted even if you plan to attend the Meeting online.
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.
5
E XP L ANAT ORY S T AT E ME NT
This Explanatory Statement has been prepared to provide information which the Directors believe
to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. BACKGROUND
1.1 April Placement
On 9 April 2025, the Company announced that it had received binding commitments from
institutional and wholesale investors (April Placement Participants) to subscribe for
9,035,715 Shares (April Placement Shares) at an issue price of $0.14 per Share to raise
approximately $1,265,000 (April Placement). The April Placement Shares were issued on 14
April 2025.
The April Placement was lead managed by Unified Capital Partners Pty Ltd (ACN 666 560
050) (Unified Capital Partners).
The Company is seeking Shareholder approval under Listing Rule 7.4 for ratification of the
April Placement Shares (Resolution 1 – refer to Section 2 for further details).
1.2 July Capital Raising
On 11 July 2025, the Company announced that it had entered into the following
subscription agreements for the issue of unsecured notes converting into Shares (July
Notes):
(a) the following subscription agreements with members of the Thorney Investment Group
pursuant to which it issued 3,000,000 July Notes (Thorney Notes) on 14 July 2025 to raise
$3,000,000
July Notes Principal Amount
TIGA Trading Pty Ltd (ACN 118 961 210) (TIGA) 2,000,000 $2,000,000
Thorney Technologies Ltd (ACN 096 782 188) (TEK) 1,000,000 $1,000,000
TOTAL 3,000,000 $3,000,000
(b) a subscription agreement with Pure Asset Management Pty Ltd (ACN 616 178 771)
(PAM) under which the Company agreed, subject to Shareholder approval, to issue
1,000,000 July Notes to PAM in order to discharge $1,000,000 in secured debt currently
owing to PAM (PAM Notes).
The Company is seeking Shareholder approval under item 7 of section 611 of the
Corporations Act for the issue of Shares on conversion (including on conversion of interest
accrued) of the Thorney Notes (Resolution 2 – refer to Section 3 for further details) and
under Listing Rule 7.1 for the issue of the PAM Notes (Resolution 3 – refer to Section 4 for
further details).
1.3 September Capital Raising
On 15 September 2025, the Company announced that it had:
(a) received binding commitments from institutional and professional investors
(September Placement Participants) to subscribe for 13,636,364 Shares (September
Placement Shares) at an issue price of $0.11 per Share to raise $1,500,000 (September
Placement);
(b) entered into subscription agreements with institutional and professional investors
(September Noteholders) for the issue of unsecured notes converting into Shares
(September Notes) pursuant to which it issued 2,000,000 September Notes on 17
September 2025 to raise $2,000,000; and
(c) entered into subscription agreements with certain Directors and members of senior
management (Management) for the issue of unsecured notes converting into Shares
(Management Notes) pursuant to which it agreed to issue, subject to Shareholder
approval, 550,000 Management Notes with an aggregate face value of $550,000.
6
The September Placement was co-lead managed by Unified Capital Partners and Taurus
Capital Pty Limited (ACN 091 980 764) (Taurus Capital).
The Company is seeking Shareholder approval under Listing Rule 7.1 for the issue of the
September Placement Shares (Resolution 4 – refer to Section 5 for further details) and
September Notes (Resolution 5 – refer to Section 6 for further details).
The Company is not seeking Shareholder approval for the issue of the Management Notes
at the Meeting. It is anticipated that Shareholder approval will be sought for the issue of
the Management Notes at the Company’s annual general meeting to be held in the
coming months (AGM).
1.4 Converting Notes
The material terms and conditions of the Thorney Notes, PAM Notes, September Notes and
Management Notes (together, Converting Notes) are set out below:
Clause Thorney Notes PAM Notes and
Management Notes
September Notes
Face Value $1.00 per Converting Note (Face Value).
Issue Date 14 July 2025. Five (5) Business Days
following Shareholder
approval.
17 September 2025.
Conversion
Date
31 July 2026 The date that is five (5) Business
Days following Shareholders
approving Resolution 5.
If Shareholders do not approve
Resolution 5, subject to
Shareholder approval, the
September Notes will convert
on 31 July 2026.
Security Unsecured.
Conversion
Price
The Principal Amount of each Converting Note will convert into Shares (Principal
Shares) at a conversion price equal to the lesser of:
(a) $0.14; and
(b) the issue price of Shares under any equity raise prior to the Conversion Date
under which the Company raises a minimum of $1,500,000.
(Conversion Price), subject to the Floor Price (defined below). If Shareholders
approve Resolution 4, the Conversion Price will be $0.11.
Floor Price $0.08 per Share
Interest
Accrual
Interest shall accrue at the rate of 10% per annum from the date of issue of the
Converting Notes until the Converting Notes are either redeemed or converted.
Interest
Conversion
Interest will be payable through an issue of
Shares (Interest Shares) on the date that is 5
Business Days following the end of each
calendar quarter and on the Conversion Date
(Interest Payment Date) at an issue price per
Share equal to the greater of:
(a) $0.08; and
(b) the VWAP for the relevant calendar
quarter or lesser period up to the
Conversion Date
(Interest Conversion Price).
If Shareholder approval is not obtained for the
issue of Shares to Thorney on conversion of
interest, Interest will be satisfied through a cash
payment.
Interest will convert into Shares
at the Conversion Price on the
Conversion Date, or if
Shareholder approval is not
obtained will be satisfied
through a cash payment.
Redemption The Company will be required to redeem the Converting Notes for their Face Value
(plus any accrued but unpaid interest) within 10 Business Days of a demand by the
7
Clause Thorney Notes PAM Notes and
Management Notes
September Notes
holder on the occurrence of an Event of Default (as defined below) which has not
been remedied within the prescribed time (Redemption Date).
Early
Redemption
The Company may redeem the whole or part of the Converting Notes for their
Face Value (plus any accrued but unpaid interest) on any day prior to the
Conversion Date or Redemption Date, on giving not less than 14 days prior written
notice to the holder (Prepayment Notice).
If a Prepayment Notice is issued, the holder may elect to convert the Converting
Notes (subject to Shareholder approval, to the extent not already obtained) and
in the event Shareholder approval is not forthcoming the Company must redeem
the Converting Notes within 5 Business Days following the Shareholder meeting.
Early
Conversion
At any time on or before 31 July 2026, the holder may give written notice to the
Company of its intention to convert the Converting Notes early (Early Conversion
Notice), in which case:
(a) in the event that a Shareholder approval is not in effect for such conversion,
the Company must seek Shareholder approval as soon as reasonably
practicable following receipt of an Early Conversion Notice and the
Company shall give effect to conversion within 5 Business Days of receiving
Shareholder approval; or
(b) in the event that a Shareholder approval is in effect for such conversion, the
Company shall give effect to conversion within 5 Business Days following the
Early Conversion Notice.
In the event the holder gives an Early Conversion Notice and a Shareholder
approval is not in effect for conversion, if the Company’s Shareholders do not
approve conversion in respect of the Early Conversion Notice, early conversion of
the Converting Notes will not occur and it will not be an Event of Default.
Subsequent
Capital
Raising
If, at any time prior to the Conversion Date, the Company issues notes converting
into Shares to any other investor on terms more favourable than those contained
in the subscription agreements, the Company shall promptly notify the holder of
such issuance and the holder shall have 10 Business Days to elect to have the terms
of their agreements amended to match the more favourable terms offered to such
other investor, with such changes as are required to ensure that all requisite
Shareholder and regulatory approvals are incorporated.
Reconstruction In the event the Company undertakes a reconstruction of its issued capital, the
number of Shares issued on conversion shall be adjusted accordingly to ensure the
parties’ rights and liabilities are not affected.
Event of
Default
It is an event of default, whether or not it is within the control of the Company,
where:
(a) Failure to pay or convert: the Company fails to pay or repay any amount
due by it under the subscription agreements and the Company does not
remedy the failure within 7 days, after receipt by the Company of a notice
from the Noteholder specifying the failure;
(b) Remediable failure: the Company fails to perform or observe any material
undertaking, obligation or agreement expressed in the subscription
agreements and the Company does not remedy such failure within 14 days,
after receipt by the Company of a notice from the Noteholder specifying
the failure;
(c) Non-remediable failure: the Company fails to perform or observe any other
material undertaking, obligation or agreement expressed or implied in the
subscription agreements and that failure is not remediable; or
(d) Insolvency event: an insolvency event occurs in respect of the Company,
(together, the Events of Default).
8
1.5 Capital Structure
The Company’s current capital structure, and its capital structure following the issue of all
Securities contemplated by this Notice, is as set out below:
Shares Warrants2
Incentive
Rights
Converting
Notes
Current1 73,412,682 2 683,960 5,000,000
PAM Notes - - - 1,000,000
September
Placement
13,636,364 - - -
TOTAL 87,049,046 2 683,960 6,000,000
Notes:
1. This includes the Thorney Notes (issued on 14 July 2025) and September Notes (issued on 17
September 2025).
2. As a result of the capital raisings contemplated by this Notice, the warrants currently on issue will
undergo a re-pricing in accordance with their terms of issue (refer to the Company’s notices of
meeting dated 24 October 2023 and 14 March 2025 for summaries of the material terms of the
warrants). If Shareholders approve all Resolutions in this Notice and all Converting Notes are
converted, the revised exercise price of the warrants is as set out below:
Warrant Shares Expiry Date Current Exercise Price New Exercise Price
2023 Warrant 2,000,000 31 December 2026 $0.27 0.131
2025 Warrant 9,000,000 31 March 2027 $0.2269 0.131
2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF APRIL PLACEMENT SHARES
2.1 General
As set out in Section 1.1, the Company issued 9,035,715 April Placement Shares at an issue
price of $0.14 per Share to the April Placement Participants on 14 April 2025.
This Resolution therefore seeks Shareholder ratification of the April Placement Shares for the
purposes of Listing Rule 7.4.
2.2 Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions, 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.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has
not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing
Rule 7.1, reducing the Company’s capacity to issue further equity securities without
Shareholder approval under Listing Rule 7.1 for the 12-month period following the date of
the issue.
2.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity
securities after it has been made or agreed to be made. If they do, the issue is taken to
have been approved under Listing Rule 7.1 and so does not reduce the company’s
capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity
securities in the future without having to obtain Shareholder approval for such issues under
Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to
Listing Rule 7.4 for the issue.
9
2.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded from the Company’s 15% limit in 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 date of the issue.
If this Resolution is not passed, the issue will be included in the Company’s 15% limit in Listing
Rule 7.1, effectively decreasing the number of equity securities that the Company can
issue without Shareholder approval over the 12-month period following the date of the
issue.
2.5 Technical information required by Listing Rule 7.5
Required Information Details
Names of persons to whom
Securities were issued or the
basis on which those
persons were
identified/selected
The April Placement Participants, who were clients of Unified
Capital Partners.
Thorney Technologies Limited participated in the April Placement,
subscribing for 2,057,873 Shares at $0.14 per Share, amounting to
2.8% of the current issued capital. No other Material Persons were
issued more than 1% of the Company’s current issued capital.
None of the participants were related parties or members of key
management personnel of the Company or their associates.
Number and class of
Securities issued
9,035,715 April Placement Shares were issued.
Terms of Securities The April Placement Shares were fully paid ordinary shares in the
capital of the Company issued on the same terms and conditions
as the Company’s existing Shares.
Date(s) on or by which the
Securities were issued
14 April 2025.
Price or other consideration
the Company received for
the Securities
$0.14 per Share.
Purpose of the issue,
including the intended use
of any funds raised by the
issue
The purpose of the issue was to raise capital, which the Company
applied towards completing development of the Company’s next
generation of kids’ and seniors’ hardware, plus a new software
experience for the Company’s customers and users with the new
app, as well as for general working capital.
Summary of material terms
of agreement to issue
The April Placement Shares were not issued under an agreement.
Voting Exclusion Statement A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1.
3. RESOLUTION 2 – APPROVAL TO ISSUE SHARES ON CONVERSION OF THORNEY NOTES
3.1 General
As set out in Section 1.2 above, the Company has issued 2,000,000 Thorney Notes to TIGA
and 1,000,000 Thorney Notes to TEK on 14 July 2025. Under the terms of the Thorney Notes,
holders will be issued Conversion Shares and Interest Shares. Refer to Section 1.4 for a
summary of the material terms of the Thorney Notes.
As set out in Sections 3.3 and 3.4 below, Shareholder approval under item 7 of section 611
of the Corporations Act is required if a person’s voting power increases from a starting point
that is above 20% and below 90%.
TIGA and TEK are members of the Thorney Investment Group, which currently has a voting
power in the Company in excess of 20%. As such, this Resolution seeks Shareholder
approval for the purpose of Item 7 of section 611 of the Corporations Act to allow the
Company to issue
(a) such number of Conversion Shares as is calculated by dividing the Principal Amount
owing on the Thorney Notes by the Conversion Price; and
10
(b) such number of Interest Shares as is calculated by dividing the interest accrued on
the Thorney Notes by the Interest Conversion Price,
(together, the Thorney Conversion Shares).
The tables below set out the relevant interests in Shares and voting power of each member
of the Thorney Investment Group with an interest in the Company, as at the date of this
Notice and on conversion of the Thorney Notes, both under the most dilutive terms of
conversion and on the currently anticipated terms of conversion:
Most Dilutive Terms
Holder Current
Shares
Current
Voting
Power
Thorney
Conversion
Shares
Post-
Conversion
Shares
Post-
Conversion
Voting Power
TIGA 11,854,817 16.21% 27,616,438 39,471,255 34.46%
TEK 9,705,654 13.27% 13,808,219 23,513,873 20.53%
Sub-total 21,560,471 29.49% 41,424,658 62,985,129 54.99%
Other Shareholders 51,552,211 70.51% 0 51,552,211 45.01%
TOTAL 73,112,682 100.00% 41,424,658 114,537,340 100.00%
Assumptions:
1. Conversion of the Thorney Notes occurs on 31 July 2026 (the latest Conversion Date under the terms
of the Thorney Notes).
2. The Conversion Price and Interest Conversion Price are each $0.08 (being the Floor Price under the
terms of the Thorney Notes).
3. No additional Shares are issued by the Company.
4. No Converting Notes, other than the Thorney Notes, are issued or converted into Shares.
5. No converting securities are converted into Shares between now and the Conversion Date.
Anticipated Terms
Holder
Current
Shares
Current
Voting
Power
Shares to Be
Issued
Post-
Conversion
Shares
Post-
Conversion
Voting Power
TIGA 11,854,817 16.21% 20,084,682 31,939,499 21.24%
TEK 9,705,654 13.27% 10,042,341 19,747,995 13.13%
Sub-total 21,560,471 29.49% 30,127,024 51,687,495 34.37%
Other Shareholders 51,552,211 70.51% 47,146,327 98,698,538 65.63%
Total 73,112,682 100.00% 77,273,350 150,386,032 100.00%
Assumptions:
1. Shareholder approval is granted:
(a) for the issue of the September Placement Shares and PAM Notes at the Meeting; and
(b) for the Management Notes at the AGM.
2. The issue of:
(a) the September Placement Shares, PAM Notes and September Conversion Shares occurs on 30
October 2025; and
(b) the Management Notes occurs on 28 November 2025.
3. Conversion of the Thorney Notes, PAM Notes and Management Notes occurs on 31 July 2026.
4. The Conversion Price and Interest Conversion Price for each of the Converting Notes is $0.11 (being
the Conversion Price following completion of the September Placement).
5. No additional Shares are issued by the Company.
6. No Converting Notes, other than as contemplated above, are issued or converted into Shares.
7. No converting securities are converted into Shares between now and the Conversion Date.
When aggregated with the existing Shares held by the Thorney Investment Group, and
assuming no further Shares are issued prior to conversion, the maximum increase in the
Thorney Investment Group’s voting power in the Company as at the date of this Notice is
an increase from 29.49% as at the date of this Notice, up to 54.99%.
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3.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
Pursuant to ASX Listing Rule 7.2 (Exception 8), Listing Rule 7.1 does not apply to an issue of
securities approved for th
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