Notice of General Meeting & Proxy Form
Released
Released
Announcement PDF
Green360 Technologies Limited
(ACN 140 316 463)
Notice of General Meeting
A General Meeting of the Company will be held as follows:
Time and date:
10:00am (AWST) on Wednesday, 1 October 2025
In-person:
Level 11, 40 The Esplanade, Perth, Western Australia 6000
The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt
as to how to vote, they should seek advice from their accountant, solicitor or other
professional advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the
Company Secretary by telephone on +61 8 6268 2641
Shareholders are urged to vote by lodging the Proxy Form.
Green360 Technologies Limited
ACN 140 316 463
(Company)
Notice of General Meeting
Notice is hereby given that the general meeting of Shareholders of Green360 Technologies Limited
ACN 140 316 463 will be held at Level 11, 40 The Esplanade, Perth, Western Australia 6000 on
Wednesday, 1 October 2025 at 10:00am (AWST) (Meeting).
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 as Shareholders on
Monday, 29 September 2025 at 5.00pm (AWST).
The Explanatory Memorandum provides additional information on matters to be considered at the
Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1.
Resolutions
Resolution 1 – Ratification of issue of Tranche 1 Placement Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes,
Shareholders ratify the issue of 146,909,090 Tranche 1 Placement Shares issued under
Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.
Resolution 2– Approval to issue Tranche 2 Placement Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of up to 34,909,091 Tranche 2 Placement Shares, on the
terms and conditions in the Explanatory Memorandum.’
Resolution 3 – Approval to issue Lead Manager Options
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution
the following:
‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes,
Shareholders approve the issue of up to 10,000,000 Lead Manager Options to the Lead
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Manager (or its nominee/s) on the terms and conditions set out in the Explanatory
Memorandum.’
Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
(a)
Resolution 1: by or on behalf of any person who participated in the issue of the
Tranche 1 Placement Shares, or any of their respective associates.
(b)
Resolution 2: 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 the Tranche 2
Placement Shares (except a benefit solely by reason of being a Shareholder), or any
of their respective associates.
(c)
Resolution 3: by or on behalf of the Lead Manager (or its nominee/s), and any other
person who will obtain a material benefit as a result of, the proposed issue of the Lead
Manager Options (except a benefit solely by reason of being a Shareholder), or any of
their associates.
The above voting exclusion does not apply to a vote cast in favour of the relevant Resolution
by:
(a)
a person as proxy or attorney for a person who is entitled to vote, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way;
(b)
the Chair as proxy or attorney for a person who is entitled to vote, 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.
BY ORDER OF THE BOARD
Chris Achurch
Company Secretary
Green360 Technologies Limited
Dated: 26 August 2025
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3438-6448-3644, v. 3
Green360 Technologies Limited
ACN 140 316 463
(Company)
Explanatory Memorandum
1.
Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the Meeting to be held at Level 11, 40 The
Esplanade, Perth, Western Australia 6000, on Wednesday, 1 October 2025 at 10:00am
(AWST).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety.
The Explanatory Memorandum contains the terms and conditions on which the Resolutions
will be voted.
The Explanatory Memorandum includes the following information to assist Shareholders in
deciding how to vote on the Resolutions:
Section 1
Introduction
Section 2
Voting and attendance information
Section 3
Resolution 1 – Ratification of issue of Tranche 1 Placement Shares
Section 4
Resolution 2 – Approval to issue Tranche 2 Placement Shares
Section 5
Resolution 3 – Approval to issue Lead Manager Options
Schedule 1
Definitions
Schedule 2
Terms and Conditions of Lead Manager Options
A Proxy Form is made available with this Notice.
2.
Voting and attendance information
Shareholders should read the Notice including the Explanatory Memorandum carefully before
deciding how to vote on the Resolutions.
2.1
Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2
Voting by proxy
A Proxy Form is made available with this Notice. This is to be used by Shareholders if they
wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are
encouraged to vote by completing and returning the Proxy Form to the Company in
accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a
Shareholder from attending and voting at the Meeting in person.
Page 4
Please note that:
(i)
a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(ii)
a proxy need not be a member of the Company; and
(iii)
a member of the Company 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,
but where the proportion or number is not specified, each proxy may exercise half of
the votes.
The Proxy Form provides further details on appointing proxies and lodging
Proxy Forms.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify
the way the proxy is to vote on a particular resolution and, if it does:
(i)
the proxy need not vote on a show of hands, but if the proxy does so, the proxy must
vote that way (i.e. as directed);
(ii)
if the proxy has 2 or more appointments that specify different ways to vote on the
resolution – the proxy must not vote on a show of hands;
(iii)
if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy
must vote on a poll, and must vote that way (i.e. as directed); and
(iv)
if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does
so, the proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that, if:
(iv)
an appointment of a proxy specifies the way the proxy is to vote on a particular
resolution at a meeting of the Company's members;
(v)
the appointed proxy is not the chair of the meeting;
(vi)
at the meeting, a poll is duly demanded on the resolution; and
(vii)
either the proxy is not recorded as attending the meeting or the proxy does not vote
on the resolution,
the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed
as the proxy for the purposes of voting on the resolution at the meeting.
2.3
Chair's voting intentions
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention.
2.4
Submitting questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions
must be submitted by emailing the Company Secretary at chris@westarcapital.com.au at
least 5 Business Days prior to the Meeting.
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3438-6448-3644, v. 3
Shareholders will also have the opportunity to submit questions during the Meeting in respect
to the formal items of business. In order to ask a question during the Meeting, please follow
the instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. The Chair will request
prior to a Shareholder asking a question that they identify themselves (including the entity
name of their shareholding and the number of Shares they hold).
3.
Resolution 1 – Ratification of issue of Tranche 1 Placement Shares
3.1
Background
On 11 August 2025, the Company announced that it had obtained firm commitments for a
placement to raise $4,000,000 (before costs) through the issue of 181,818,181 Shares in the
Company (Placement Shares) at an issue price of $0.022 per Placement Share to existing
and new institutional and sophisticated investors (Placement).
The Placement is being undertaken the following tranches:
(a)
Tranche 1: 146,909,090 Placement Shares issued on 18 August 2025, utilising the
Company’s available placement capacity under Listing Rule 7.1 (the subject of this
Resolution) (Tranche 1 Placement Shares); and
(b)
Tranche 2: 34,909,091 Placement Shares (Tranche 2 Placement Shares) proposed
to be issued subject to Shareholder approval under Listing Rule 7.1 (the subject of
Resolution 2).
The Company engaged CPS Capital Group Pty Ltd as lead manager and corporate advisor to
the Placement (Lead Manager). As partial consideration for the provision of capital raising
and corporate advisory services in connection with the Placement, the Lead Manager (or its
nominee/s) will be issued 10,000,000 Options exercisable at $0.03 each, which will expire
3 years from the date of issue, and will otherwise be subject to the terms and conditions in
Schedule 2 (Lead Manager Options), and are subject to Shareholder approval under Listing
Rule 7.1 (the subject of Resolution 3).
The Company issued the Tranche 1 Placement Shares on 18 August 2025 without prior
Shareholder approval using the Company’s available placement capacity under Listing Rule
7.1.
Resolution 1 seeks Shareholder approval to ratify the prior issue of 146,909,090 Tranche 1
Placement Shares under Listing Rules 7.1.
3.2
Listing Rules 7.1 and 7.4
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 shares it had on issue at the start of that
period.
The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to
Listing Rules 7.1 and, as it has not yet been approved by Shareholders, effectively uses up
part of the Company's placement capacity under Listing Rule 7.1. This reduces the Company's
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3438-6448-3644, v. 3
capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1
for the 12-month period following the issue of the Tranche 1 Placement Shares.
Listing Rule 7.4 provides an exception to Listing Rules 7.1. It provides that where a company
in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1
(and provided that the previous issue did not breach Listing Rule 7.1), those Equity Securities
will be deemed to have been made with shareholder approval for the purpose of Listing Rule
7.1. The Company confirms that the issue of the Tranche 1 Placement Shares did not breach
Listing Rule 7.1.
The effect of Shareholders passing Resolution 1 will be to allow the Company to retain the
flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in
Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
If Resolution 1 is passed, 146,909,090 Tranche 1 Placement Shares will be excluded in
calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of
Equity Securities it can issue without Shareholder approval over the 12-month period following
the issue date.
If Resolution 1 is not passed, 146,909,090 Tranche 1 Placement Shares will continue to be
included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number
of Equity Securities the Company can issue or agree to issue without obtaining prior
Shareholder approval, to the extent of 146,909,090 Equity Securities for the 12-month period
following the issue of those Placement Shares.
3.3
Specific information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in
relation to the ratification of the issue of the Tranche 1 Placement Shares:
(a)
The Tranche 1 Placement Shares were issued to institutional and sophisticated
investors (Tranche 1 Placement Participants), none of whom are a related party or
Material Investor of the Company. The Tranche 1 Placement Participants were identified
through a bookbuild process, which involved the Company and Lead Manager seeking
expressions of interest to participate in the Placement from new and existing contacts
of the Company and clients of the Lead Manager.
(b)
A total of 146,909,090 Tranche 1 Placement Shares were issued using the Company’s
available placement capacity under Listing Rule 7.1.
(c)
The Tranche 1 Placement Shares are fully paid ordinary Shares in the capital of the
Company and rank equally in all respects with the Company's existing Shares on issue.
(d)
The Tranche 1 Placement Shares were issued on 18 August 2025 at an issue price of
$0.022 each.
(e)
The proceeds from the Placement have been or are intended to be strategically
deployed to support key growth and commercialisation initiatives across the business:
(i)
Commercialisation of Low-Carbon Cement Formulations: Capital will be
directed towards advancing the development and market readiness of the
Company’s proprietary low-carbon (green) cement technologies. This includes
scaling up production capabilities, certification processes, and securing
strategic commercial partnerships.
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3.4
(ii)
Pittong Kaolin Operations – Working Capital and Expansion: Funds will
be allocated to build out the supply chain for metakaolin production, sales at
Pittong and a financial study that includes phase 2 scaling at Trawalla. This
also includes increasing processing capacity and enhancing operational
efficiency to meet growing demand.
(iii)
Product Trials and New Customer Engagement: Funding will also support
targeted product trials with key industry players, as well as initiatives aimed at
accelerating customer engagement and securing early adoption of the
Company’s innovative, environmentally sustainable cement solutions.
(iv)
General Working Capital and Costs of the Placement: The remaining funds
will be used for general corporate purposes, including working capital
requirements, and to cover costs associated with executing the Placement.
(f)
There are no other material terms to the agreement for the subscription of the
Tranche 1 Placement Shares.
(g)
A voting exclusion statement is included in the Notice.
Additional information
Resolution 1 is an ordinary resolution.
The Board recommends that Shareholders vote in favour of Resolution 1.
4.
Resolution 2 – Approval to issue Tranche 2 Placement Shares
4.1
Background
The background to the Placement, including the proposed issue of the Tranche 2 Placement
Shares is set out in Section 3.1 above.
Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.1 to approve the
issue of the Tranche 2 Placement Shares.
4.2
Listing Rule 7.1
A summary of Listing Rule 7.1 is contained in Section 3.2 above.
The issue of the Tranche 2 Placement Shares does not fall within any of the exceptions to
Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the
approval of Shareholders under Listing Rule 7.1.
If Resolution 2 is passed, the Company will be able to proceed with the issue of the Tranche 2
Placement Shares.
If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the
Tranche 2 Placement Shares and will not receive $768,000 (before costs) from the issue of
the Tranche 2 Placement Shares.
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4.3
Specific information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in
relation to the proposed issue of the Tranche 2 Placement Shares:
4.4
(a)
The Tranche 2 Placement Shares will be issued to Melbourne Securities Corporation
Ltd (Tranche 2 Placement Participant), who is not a related party of the Company but
is a Substantial Shareholder of the Company and on this basis, is considered to be a
Material Investor.
(b)
A maximum of 34,909,091 Tranche 2 Placement Shares will be issued.
(c)
The Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the
Company and will rank equally in all respects with the Company's existing Shares on
issue.
(d)
The Tranche 2 Placement Shares will be issued no later than 3 months after the date
of the Meeting.
(e)
The Tranche 2 Placement Shares will be issued at a price of $0.022 each, being the
same issue price as the Tranche 1 Placement Shares and will raise up to $768,000
(before costs).
(f)
A summary of the intended use of funds raised from the Placement is set out in
Section 3.3(e) above.
(g)
There are no other material terms to the agreement for the subscription of the Tranche
2 Placement Shares.
(h)
A voting exclusion statement is included in the Notice.
Additional information
Resolution 2 is an ordinary resolution.
The Board recommends that Shareholders vote in favour of Resolution 2.
5.
Resolution 3 – Approval to issue Lead Manager Options
5.1
Background
The background to the Placement, including the proposed issue of the Lead Manager Options
is set out in Section 3.1 above.
Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 to approve the issue of
the Lead Manager Options to the Lead Manager (or its nominee/s).
5.2
Summary of Lead Manager Mandate
The Company entered into a mandate with the Lead Manager for the provision of capital
raising and corporate advisory services as lead manager and broker to the Company (Lead
Manager Mandate).
Under the Lead Manager Mandate, the Company has agreed to pay the Lead Manager:
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3438-6448-3644, v. 3
(a)
a management fee of 2% (plus GST) of the funds raised under the Placement;
(b)
a raising fee of 4% (plus GST) of the funds raised under the Placement; and
(c)
the Lead Manager Options.
The Lead Manager will receive a monthly corporate advisory fee of $6,500 (plus GST), where
applicable for continuing corporate advisory services provided by the Lead Manager from the
date of execution of the Lead Manager Mandate (Corporate Advisory Fee). The Lead
Manager Mandate is for a minimum term of twelve (12) months and will only be extended at
the sole written election of the Company.
If the Company seeks to raise equity capital at any time within the 12-month period following
the Placement, then the Lead Manager shall be given the first right of refusal to exclusively do
such further capital raising.
The Lead Manager Mandate contains additional provisions, including indemnities in respect of
the Company, which are considered standard for agreements of this nature.
5.3
Listing Rule 7.1
A summary of Listing Rule 7.1 is contained in Section 3.2 above.
The issue of the Lead Manager Options does not fit within any of the exceptions to Listing
Rules 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of
the Company’s Shareholders under Listing Rule 7.1.
If Resolution 3 is passed, the Company can proceed to issue up to 10,000,000 Lead Manager
Options. In addition, the issue of the Lead Manager Options will be excluded in calculating the
Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities
it can issue without Shareholder approval over the 12-month period following the issue date.
If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Lead
Manager Options and will have to consider other forms of remuneration for the Lead Manager,
which may include payment of cash.
5.4
Specific information required by Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in
relation to the proposed issue of the Lead Manager Options:
(a)
The Lead Manager Options will be issued to the Lead Manager (or its nominee/s),
none of whom are a related party or a Material Investor of the Company.
(b)
A maximum of 10,000,000 Lead Manager Options will be issued.
(c)
The Lead Manager Options will be exercisable at $0.03 each and will expire 3 years
from the date of issue, and will otherwise be subject to the terms and conditions in
Schedule 2.
(d)
The Lead Manager Options will be issued no later than 3 months after the date of the
Meeting.
(e)
The Lead Manager Options will be issued for a nominal price of $0.00001 each, as
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partial consideration for the Lead Manager’s capital raising and corporate advisory
services provided in connection with the Placement. Accordingly, only a nominal
amount of $100 will be raised from the issue of the Lead Manager Options and will be
used towards the Company’s general working capital purposes.
5.5
(f)
A summary of the material terms of the Lead Manager Mandate is set out in Section
5.2 above.
(g)
A voting exclusion statement is included in the Notice.
Directors’ recommendation
Resolution 3 is an ordinary resolution.
The Board recommends that shareholders vote in favour of Resolution 3.
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Schedule 1
Definitions
In the Notice, words importing the singular include the plural and vice versa.
$
means Australian Dollars.
ASX
means the ASX Limited (ABN 98 008 624 691) and, where the context
permits, the Australian Securities Exchange operated by ASX Limited.
AWST
means Australian Western Standard Time, being the time in Perth,
Western Australia.
Board
means the board of Directors.
Chair
means the person appointed to chair the Meeting of the Company
convened by the Notice.
Company
means Green360 Technologies Limited (ACN 140 316 463).
Corporations Act
means the Corporations Act 2001 (Cth) as amended or modified from
time to time.
Director
means a director of the Company.
Equity Security
has the same meaning as in the Listing Rules.
Explanatory
Memorandum
means the explanatory memorandum which forms part of the Notice.
Lead Manager
means CPS Capital Group Pty Ltd (ACN 088 055 636).
Lead Manager Options
has the meaning given in Section 3.1.
Lead Manager Mandate
has the meaning given in Section 5.2.
Listing Rules
means the listing rules of ASX.
Material Investor
means, in relation to the Company:
(a)
a related party;
(b)
Key Management Personnel;
(c)
a substantial Shareholder;
(d)
an advisor; or
(e)
an associate,
of the above who have or will (as applicable) receive Securities in the
Company which constitute more than 1% of the Company’s anticipated
capital structure at the time of issue.
Meeting
has the meaning given in the introductory paragraph of the Notice.
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Notice
means this Notice of General Meeting.
Option
means an option to acquire a Share.
Placement
has the meaning given in Section 3.1.
Placement Shares
has the meaning given in Section 3.1.
Proxy Form
means the proxy form attached to the Notice.
Resolution
means a resolution referred to in the Notice.
Schedule
means a schedule to the Notice.
Section
means a Section of this Notice.
Securities
means any Equity Securities of the Company (including Shares, Options
and/or performance rights).
Share
means a fully paid ordinary share in the capital of the Company.
Shareholder
means the holder of a Share.
Tranche 1 Placement
Participants
has the meaning given Section 3.3(a).
Tranche 2 Placement
Participant
has the meaning given in Section 4.3(a).
Tranche 1 Placement
Shares
has the meaning given in Section 3.1(a).
Tranche 2 Placement
Shares
has the meaning given in Section 3.1(b).
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Schedule 2
Terms and Conditions of Lead Manager Options
The terms and conditions of the Lead Manager Options (hereinafter referred to as Options) are set
out below:
1.
(Entitlement): Each Option entitles the holder to subscribe for one Share upon exercise of the
Option.
2.
(Issue Price): Each Option will have an issue price of $0.00001 each.
3.
(Exercise Price): The Options have an exercise price of $0.03 per Option (Exercise Price).
4.
(Expiry Date): The Options expire at 5:00pm (AWST) on the date that is 3 years from date of
issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse
on the Expiry Date.
5.
(Exercise Period): The Options are exercisable at any time on or prior to the Expiry Date.
6.
(Quotation of the Options): The Company will not apply for quotation of the Options on any
securities exchange.
7.
(Transferability): The Options are not transferable.
8.
(Notice of Exercise): The Options may be exercised by notice in writing to the Company in
the manner specified on the Option certificate (Notice of Exercise) and, if applicable,
payment of the Exercise Price for each Option being exercised in Australian currency by
electronic funds transfer or other means of payment acceptable to the Company.
Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of
the exercise of that Option as at the date of receipt of the Notice of Exercise and, if applicable,
the date of receipt of the payment of the Exercise Price for each Option being exercised in
cleared funds (Exercise Date).
9.
(Timing of issue of Shares on exercise): As soon as practicable after the valid exercise of
an Option, the Company will:
(a)
issue, allocate or cause to be transferred to the holder the number of Shares to which
the holder is entitled;
(b)
issue a substitute certificate for any remaining unexercised Options held by the holder;
(c)
if required, give ASX a notice that complies with section 708A(5)(e) of the
Corporations Act; and
(d)
do all such acts, matters and things to obtain the grant of quotation of the Shares by
ASX in accordance with the ASX Listing Rules.
10.
(Restrictions on transfer of Shares): If the Company is unable to give ASX a notice that
complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the
Options may not be traded and will be subject to a holding lock until 12 months after their
issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to
section 708A(11) of the Corporations Act.
11.
(Shares issued on exercise): Shares issued on exercise of the Options rank equally with the
then issued shares of the Company.
12.
(Takeovers prohibition):
Page 14
(a)
the issue of Shares on exercise of the Options is subject to and conditional upon the
issue of the relevant Shares not resulting in any person being in breach of section
606(1) of the Corporations Act; and
(b)
the Company will not be required to seek the approval of its members for the
purposes of item 7 of section 611 of the Corporations Act to permit the issue of any
Shares on exercise of the Options.
13.
(Reconstruction of capital): If at any time the issued capital of the Company is
reconstructed, all rights of an Option holder are to be changed in a manner consistent with the
Corporations Act and the Listing Rules at the time of the reconstruction.
14.
(Participation in new issues): There are no participation rights or entitlements inherent in
the Options and holders will not be entitled to participate in new issues of capital offered to
Shareholders during the currency of the Options without exercising the Options.
15.
(Entitlement to dividends): The Options do not confer any entitlement to a dividend,
whether fixed or at the discretion of the directors, during the currency of the Options without
exercising the Options.
16.
(Entitlement to capital return): The Options do not confer any right to a return of capital,
whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer
any right to participate in the surplus profit or assets of the Company upon a winding up, in
each case, during the currency of the Options without exercising the Options.
17.
(Adjustments for reorganisation): If there is any reorganisation of the issued share capital
of the Company, the rights of the Option holder will be varied in accordance with the Listing
Rules.
18.
(Adjustment for bonus issues of Shares): If the Company makes a bonus issue of Shares
or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of
dividends or by way of dividend reinvestment):
(a)
th
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