Announcement PDF ALTERITY THERAPEUTICS LIMITED ACN 080 699 065 Notice of Extraordinary General Meeting and Explanatory Memorandum Time and Date of Meeting: 10.00 am (AEDT) Friday 29 December 2023 Registration from 9:30 am Location: Level 3, 62 Lygon Street, Vic, 3053 Voting ahead of attending the Meeting Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chairman before 10:00 am (AEDT) Wednesday 27 December 2023. Instructions for lodging proxies are included on your personalised proxy form, or in the link that you received if you provided an email address. Alternatively, you are able to vote ahead of the Meeting via www.investorvote.com.au/Login using the control number of 133513. If you wish to appoint a proxy other than the Chairman to attend the meeting in person, please contact the Company Secretary, Mr Phillip Hains, by email at info@alteritytherapeutics.com, with subject header: “Attention to Company Secretary”, at least 2 business days before the meeting so appropriate arrangements can be made. This is an important document. It should be read in its entirety. If you are in doubt as to the course you should follow, consult your financial or other professional adviser. NOTICE OF EXTRAORDINARY GENERAL MEETING ALTERITY THERAPEUTICS LIMITED ACN 080 699 065 Notice is given that the Extraordinary General Meeting of Alterity Therapeutics Limited (“the Company” or "Alterity") will be held at Level 3, 62 Lygon Street, Carlton on 29 December 2023 at 10.00 am (AEDT), for the purposes of considering and, if thought fit, passing each of the resolutions referred to in this Notice of Extraordinary General Meeting. Further details in respect of each of the resolutions proposed in this Notice of Extraordinary General Meeting are set out in the Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting. The details of the resolutions contained in the Explanatory Memorandum should be read together with, and form part of, this Notice of Extraordinary General Meeting. Please read this Notice of Extraordinary General Meeting carefully and consider directing your proxy on how to vote on each resolution by marking the appropriate box on the proxy form included with this Notice of Extraordinary General Meeting. Shareholders who intend to appoint the Chairman as proxy (including appointment by default) should have regard to Proxy and Voting Instructions on page 5 of this Notice of Extraordinary General Meeting. ORDINARY BUSINESS Resolution #1 – Ratification of prior issue of Shares To consider and, if thought fit, to pass the following resolution as an advisory and non-binding ordinary resolution: "THAT for the purposes of Listing Rule 7.4 and for all other purposes, shareholders approve the ratification of the prior issue of 362,462,762 fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per shares to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary General Meeting." A voting exclusion statement applies to this Resolution. Please see below. Resolution #2 – Approval for issue of Shares To consider and, if thought fit, to pass the following resolution as an advisory and non-binding ordinary resolution: "THAT for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of 980,394,381 fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per shares to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary General Meeting." A voting exclusion statement applies to this Resolution. Please see below. Resolution #3 – Approval for issue of Options To consider and, if thought fit, pass as an ordinary resolution, the following: "THAT for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of: • one (1) free-attaching option (1,342,857,143 options) (each with an exercise price of A$0.007 (0.7 Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company); and Page 2 of 17 NOTICE OF EXTRAORDINARY GENERAL MEETING • one (1) free-attaching option for every three (3) fully ordinary shares issued (447,619,048 options) (each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company) to unrelated professional, sophisticated and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act as free-attaching to fully paid ordinary shares the subject of Resolutions 1 and 2 of the Notice of Extraordinary General Meeting, as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary General Meeting." A voting exclusion statement applies to this Resolution. Please see below. Resolution #4 – Approval for issue of Securities - SPP To consider and, if thought fit, pass as an ordinary resolution, the following: "THAT for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of: • up to 571,428,571 fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per share; and • one (1) free-attaching option (up to 571,428,571 options) (each with an exercise price of A$0.007 (0.7 Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company) for each fully paid ordinary share issued; and • one (1) free-attaching option for every three (3) fully ordinary shares issued (up to 190,476,191 options) (each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company), to unrelated eligible shareholders pursuant to a security purchase plan as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary General Meeting." A voting exclusion statement applies to this Resolution. Please see below. The Company has applied to ASX for a waiver of Listing Rule 7.3.9 which is being considered by ASX. Further details are set out below. Resolution #5A – Approval for issue of Securities – Placement – Peter Marks To consider and, if thought fit, pass as an ordinary resolution, the following: "THAT for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue of: • 7,142,857 fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per share; and • one (1) free-attaching option (7,142,857 options) (each with an exercise price of A$0.007 (0.7 Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company) for each fully paid ordinary share issued; and • one (1) free-attaching option for every three (3) fully ordinary shares issued (2,380,952 options) (each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company), to Peter Marks (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary General Meeting." A voting exclusion statement applies to this Resolution. Please see below. Resolution #5B – Approval for issue of Securities – Placement – Brian Meltzer To consider and, if thought fit, pass as an ordinary resolution, the following: "THAT for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue of: • 7,142,857 fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per share; Page 3 of 17 NOTICE OF EXTRAORDINARY GENERAL MEETING and • one (1) free-attaching option (7,142,857 options) (each with an exercise price of A$0.007 (0.7 Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company) for each fully paid ordinary share issued; and • one (1) free-attaching option for every three (3) fully ordinary shares issued (2,380,952 options) (each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company), to Brian Meltzer (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary General Meeting." A voting exclusion statement applies to this Resolution. Please see below. Resolution #5C – Approval for issue of Securities – Placement – Lawrence Gozlan To consider and, if thought fit, pass as an ordinary resolution, the following: "THAT for the purposes of Listing Rule 10.11, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue of: • 14,285,714 fully paid ordinary shares at an issue price of A$0.0035 (0.35 Australian cents) per share; and • one (1) free-attaching option (14,285,714 options) (each with an exercise price of A$0.007 (0.7 Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company) for each fully paid ordinary share issued; and • one (1) free-attaching option for every three (3) fully ordinary shares issued (4,761,905 options) (each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company), to Lawrence Gozlan (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Extraordinary General Meeting." A voting exclusion statement applies to this Resolution. Please see below. OTHER BUSINESS To consider any other business that may be brought before the Meeting in accordance with the Constitution of the Company and the Corporations Act. By the order of the Board: Mr Phillip Hains Company Secretary Alterity Therapeutics Limited Dated: 30 November 2023 The accompanying Explanatory Memorandum, Proxy Form and Voting Instructions form part of this Notice of Extraordinary General Meeting. Page 4 of 17 NOTICE OF EXTRAORDINARY GENERAL MEETING PROXY AND VOTING INSTRUCTIONS 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 #1 – Ratification of prior issue of Shares The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. However, the Company need not disregard a vote cast in favour of Resolution 1 by: (a) (b) (c) Resolution #2 – Approval for issue of Shares 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 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 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. The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of a 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 entity) or an associate of that person or those persons. However, the Company need not disregard a vote cast in favour of Resolution 2 by: (a) (b) (c) Resolution #3 – Approval for issue of Options 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 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 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. The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a 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 entity) or an associate of that person or those persons. However, the Company need not disregard a vote cast in favour of Resolution 3 by: (a) (b) (c) 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 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 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 Page 5 of 17 NOTICE OF EXTRAORDINARY GENERAL MEETING (ii) Resolution #4 – Approval for issue of Securities - SPP the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. As set out in the Notice of Extraordinary Meeting, the Company has applied to ASX for a waiver of Listing Rule 7.3.9 which is being considered by ASX and, if granted, would mean that the voting exclusion statement would not apply to votes cast in favour of Resolution 4 by persons eligible to participate in the issue (or their associates), provided however that the Company will exclude any votes cast: (a) if the issue of securities the subject of resolution 4 (being a security purchase plan) is underwritten, by any proposed underwriter or sub-underwriter of the proposed issue; and (b) in favour of Resolution 4 by any investor who may receive shares under any shortfall of the proposed issue (being a security purchase plan). The Company will announce the results of the waiver application as and when received from ASX. If ASX does not grant the waiver of Listing Rule 7.3.9, the following voting exclusion applies to Resolution 4. The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a 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 entity) or an associate of that person or those persons. However, the Company need not disregard a vote cast in favour of Resolution 4 by: (a) (b) (c) Resolution #5A to 5C – Approval for issue of Securities – Related Parties 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 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 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. The Company will disregard any votes cast in favour of Resolutions 5A to 5C respectively by or on behalf of a person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely in the capacity of a holder of ordinary securities in the Company) or an associate of that person or those persons in respect of Resolutions 5A to 5C respectively. However, the Company need not disregard a vote cast in favour of Resolutions 5A to 5C respectively by: (a) (b) (c) 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 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 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. Page 6 of 17 NOTICE OF EXTRAORDINARY GENERAL MEETING Proxy Instructions A Shareholder who is entitled to attend and vote at this meeting may appoint: (a) one proxy if the Shareholder is only entitled to one vote; and (b) one or two proxies if the Shareholder is entitled to more than one vote. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the Shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes, in which case any fraction of votes will be disregarded. The proxy may, but need not, be a member of the Company. Where a Shareholder appoints two proxies, on a show of hands, neither proxy may vote if more than one proxy attends and on a poll each proxy may only exercise votes in respect of those shares or voting rights the proxy represents. Proxies may be lodged using any of the following methods: online by visiting www.investorvote.com.au by returning a completed Proxy Form by post to: Computershare Investor Services, GPO Box 242, Melbourne, Victoria, 3001 by faxing a completed Proxy Form to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); for intermediary online subscribers only (custodians), submit your voting intentions via www.intermediaryonline.com not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote. The proxy form must be signed by the Shareholder (or in the case of a joint holding, by each joint holder) or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation. How the Chairman will vote undirected proxies Subject to the restrictions set out in the Notice, the Chairman of the meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions. Corporate Representatives Any corporation which is a Shareholder of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chairperson of the meeting) a natural person to act as its representative at any general meeting. Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the constitution of the Company. Attorneys are requested to bring the original or a certified copy of the power of attorney pursuant to which they were appointed. Proof of identity will also be required for corporate representatives and attorneys. Voting Entitlement For the purposes of section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Board has determined that Shareholders entered on the Company’s Register of Members as at Wednesday 27 December 2023 at 7:00 pm (AEDT) are entitled to attend and vote at the meeting. Transactions registered after that time will be disregarded in determining the Shareholders entitled to attend and vote at the meeting. On a poll, Shareholders have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote. In the case of joint holders of shares, if more than one holder votes at any meeting, only the vote of the first named of the joint holders in the share register of the Company will be counted. If you sign the proxy form and do not appoint a proxy, you will have appointed the Chairman of the meeting as your proxy. The appointment of one or more duly appointed proxies will not preclude a Shareholder from attending this meeting and voting personally. If the Shareholder votes on a resolution, the proxy must not vote as the Shareholder’s proxy on that resolution. A proxy form is attached to this Notice. Page 7 of 17 EXPLANATORY MEMORANDUM ALTERITY THERAPEUTICS LIMITED ACN 080 699 065 ("the Company") EXTRAORDINARY GENERAL MEETING PURPOSE OF INFORMATION This Explanatory Memorandum ("this Memorandum") accompanies and forms part of the Company’s Notice of the Extraordinary General Meeting ("Meeting") to be held at Level 3, 62 Lygon Street, Vic, 3053 on Friday 29 December 2023 at 10:00 am (AEDT). The Notice of the Extraordinary General Meeting ("the Notice") incorporates, and should be read together with, this Memorandum. ORDINARY BUSINESS Background to Resolutions On 22 November 2023, the Company announced that it was proposing to undertake a capital raising as described below: • The issue of fully paid ordinary shares (Placement Shares) at an issue price of A$0.0035 (0.35 Australian cents) per Placement Share to raise A$4.8 million (1,342,857,143 Placement Shares) (Placement). The Placement Shares are to be issued in two tranches as described below: o 362,462,762 Placement Shares are to be issued between the date of the Notice and the date of the Meeting under the placement capacity available to the Company under Listing Rule 7.1. The ratification of the prior issue of these Placement Shares is sought under Resolution 1. o 980,394,381 Placement Shares are to be issued subject to shareholder approval which is sought under Resolution 2. These Placement Shares are to be issued to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act who are clients of MST Financial or other brokers including institutional investors, or which were identified by the Company as part of its investor relations program. The Company also proposes issuing an aggregate of 28,571,428 Placement Shares (with free-attaching options as described below) to related parties subject to shareholder approval which is sought under Resolutions 5A to 5C. Further details are set out below. These subscriptions form part of the overall $4.8 million raising amount. • • Placement Shares are to be accompanied by free-attaching options as described below. The issue of the freeattaching options to unrelated parties is subject to shareholder approval which is sought under Resolution 3: o One free-attaching option (each with an exercise price of A$0.007 (0.7 Australian cents), expiring on 31 August 2024 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company) (Short Term Options) for each Placement Share issued (maximum 1,342,857,143); and o One free-attaching option (each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company) (Short Term Options) for each Placement Share issued (maximum 447,619,048). Directors of the Company have committed to taking up Placement Shares, Short Term Options and Long Term Options under the Placement on the same terms as unrelated investors, subject to shareholder approval, for an aggregate of $100,000. In particular, the commitments by Directors are as follows (noting securities may, subject to shareholder approval, be issued to the Director personally or their nominee(s)): o Peter Marks: $25,000 (7,142,857 Placement Shares and Short Term Options, 2,380,952 Long Term Options). Approval for the issue of securities to Peter Marks (and/or his nominee(s)) is sought under Resolution 5A. o Brian Meltzer: $25,000 (7,142,857 Placement Shares and Short Term Options, 2,380,952 Long Term Page 8 of 17 EXPLANATORY MEMORANDUM Options). Approval for the issue of securities to Brian Meltzer (and/or his nominee(s)) is sought under Resolution 5B. o Lawrence Gozlan: $50,000 (14,285,714 Placement Shares and Short Term Options, 4,761,905 Long Term Options). Approval for the issue of securities to Lawrence Gozlan (and/or his nominee(s)) is sought under Resolution 5C. The issue of securities under Resolutions 5A to 5C are in addition to the other securities under the Placement the subject of Resolutions 1 to 3. • The issue of fully paid ordinary shares (SPP Shares) at an issue price of A$0.0035 (0.35 Australian cents) per SPP Share to raise up to A$2 million (571,428,571 SPP Shares) before costs (SPP). SPP Shares will have equivalent option coverage to Placement Shares, being one Short Term Option for every SPP Share and one Long Term Option for every three SPP Shares. Accordingly, the Company proposes issuing the following securities under the SPP: o Up to 571,428,571 SPP Shares; and o Up to 571,428,571 Short Term Options; and o Up to 190,476,191 Long Term Options. The price and option coverage under the SPP is equivalent to that offered under the Placement. Each eligible shareholder (being shareholders with a registered address in Australia or New Zealand at the record date of 21 November 2023) will be able to apply for up to A$30,000 of SPP Shares (8,571,429 SPP Shares) with option coverage as described above. The terms of the SPP are such that the exception in Listing Rule 7.2 Exception 5 does not apply to the SPP. Accordingly the SPP is subject to shareholder approval which is sought under Resolution 4. The Company has applied to ASX for a waiver of Listing Rule 7.3.9 in respect of Resolution 4. Further details are set out in page 6 of the Notice. The waiver application is expected to be determined by ASX prior to the date of the Meeting. The Company will release the results of the waiver application as an announcement to ASX once received. The use of proceeds from this financing will provide ongoing funding of the Company’s clinical trials including the ATH434-201 (randomized) and the ATH434-202 (biomarker) studies, continuing discovery and research efforts in neurodegenerative diseases, including Parkinson’s Disease, and general working capital. Further details with respect to the Resolutions are set out below. Resolution 1 – Ratification of prior issue of Shares Resolution 1 seeks shareholder approval for the purposes of Listing Rule 7.4 and for all other purposes to ratify the prior issue of 362,462,762 Placement Shares to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act who are clients of MST Financial or other brokers including institutional investors, or which were identified by the Company as part of its investor relations program, at an issue price of A$0.0035 (0.35 Australian cents) per Placement Share. The Placement Shares the subject of Resolution 1 are to be issued under the placement capacity available to the Company under Listing Rule 7.1 between the date of the Notice and the date of the Meeting. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions including ASX Listing Rule 7.1A, issue or agree to issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the share capital of t