展示文件99.1

Alterity Therapeutics Limited

ACN 080 699 065

年度股東大會通知
和解釋備忘錄

2024年股東大會通知

Alterity Therapeutics Limited

ACN 080 699 065

特此通知，alterity therapeutics有限公司（以下簡稱「alterity therapeutics」）2024年度股東大會將於2024年11月22日（星期五）上午9:00（澳大利亞東部夏令時間）在墨爾本VIC柯林斯街477號Deloitte澳洲辦公室舉行，目的是審議並如認爲適當，通過本次股東大會通知中提到的每項決議。 公司「」或「」Alterity”）

根據本年度股東大會通知中提議的每項決議的詳細信息，均已列明在隨附本次年度股東大會通知的說明書中。說明書中包含的決議的詳情應與本次年度股東大會通知一起閱讀，並構成其組成部分。

請仔細閱讀本次年度股東大會通知，並考慮通過在隨附本次年度股東大會通知的代理表上標記適當方框，指示您的代理如何投票每項決議。打算委任董事長爲代理人（包括默認委任）的股東應注意本次年度股東大會通知書第7頁上的代理和投票說明。

2024 年度報告

審議並接受有關公司截至2024年6月30日的年度基本報表，包括年度財政報告、董事報告和審計報告。在會議上，公司核數師普華永道的代表將受邀出席，回答有關公司2024年度基本報表審計的問題。

決議 1 - 通過報酬報告的非約束性決議

考慮並如認爲適當，按照諮詢性和非約束性普通決議通過以下決議：

「爲了《公司法》第250R(2)條的目的，截至2024年6月30日的財政年度的薪酬報告如在董事報告中披露的，得以採納。」

投票 禁止-公司法

關於決議1的投票，不得由以下人員之一（無論以何種身份）代表投票:

但是， 一個人（選民) 如果不是代表受限制選民和選民進行投票，則可以作爲代理人對第 1 號決議進行表決 被指定爲書面代理人，指定代理人對決議1進行表決的方式。主席也可以無指示地行事 如果是代表有權對第 1 號決議進行投票的人進行投票，並且代理人任命明確授權 即使決議1與密鑰管理層成員的薪酬直接或間接相關，主席仍有權行使代理權 公司的人員。

投票 注意：

公司的董事，即2024年薪酬報告中包含薪酬詳情的重要管理人員，以及2024年薪酬報告中包含薪酬詳情的其他重要管理人員，或其密切相關方，均無權對決議1進行投票，也無權對其持有的針對決議1的未指示的代理權進行投票。

2024年股東大會通知

決議 2 - 重新選舉董事 - Geoffrey Kempler先生

審議並在認爲合適的情況下，作爲一項普通決議通過以下事項:

「關於： 本公司董事之一的Geoffrey Kempler先生，根據公司章程按照輪值制度退休，符合資格後，自薦再次競選，被重新選爲本公司的董事。」

通過決議 3 - 批准先前發行的股票（2024年7月配售）

審議並在認爲合適的情況下，作爲一項普通決議通過以下事項:

根據ASX上市規則7.4以及所有其他目的，股東批准之前向75,220,800名無關的專業、精明和其他投資者以每股A$0.0054（0.54澳大利亞分）的價格發行的全額支付普通股股份，豁免《公司法》第6D章披露要求，該披露在隨同和構成年度股東大會通知的說明書中描述。

投票 排除聲明 - ASX上市規則

公司將不予考慮任何由曾參與該議案的或代表其投票的人員或是與獲得批准的協議有利害關係的相關人投出的支持第3號決議的任何投票。

然而，這不適用於對決議3投贊成票的情況：

Resolution 4 – Approval for issue of options – Mr Geoffrey Kempler

To consider and, if thought fit, pass as an ordinary resolution, the following:

“THAT for the purposes of Listing Rule 10.11, Chapter 2E and section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue of 60,000,000 unlisted options (each with an exercise price of A$0.01 (1 Australian cent), expiring three years from issue and, upon exercise, entitling the holder to one fully paid ordinary share in the Company) to Mr Geoffrey Kempler (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting.”

A voting exclusion statement, voting prohibition and proxy voting prohibition applies to this Resolution. Please see below.

NOTICE OF 2024 ANNUAL GENERAL MEETING

Resolution 5 – Approval for issue of options – Mr Lawrence Gozlan

To consider and, if thought fit, pass as an ordinary resolution, the following:

“THAT for the purposes of Listing Rule 10.11, Chapter 2E and section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue of 50,000,000 unlisted options (each with an exercise price of A$0.01 (1 Australian cent), expiring three years from issue and, upon exercise, entitling the holder to one fully paid ordinary share in the Company) to Mr Lawrence Gozlan (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting.”

A voting exclusion statement, voting prohibition and proxy voting prohibition applies to this Resolution. Please see below.

Resolution 6 – Approval for issue of options – Mr Peter Marks

To consider and, if thought fit, pass as an ordinary resolution, the following:

“THAT for the purposes of Listing Rule 10.11, Chapter 2E and section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue of 30,000,000 unlisted options (each with an exercise price of A$0.01 (1 Australian cent), expiring three years from issue and, upon exercise, entitling the holder to one fully paid ordinary share in the Company) to Mr Peter Marks (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting.”

A voting exclusion statement, voting prohibition and proxy voting prohibition applies to this Resolution. Please see below.

Resolution 7 – Approval for issue of options – Mr Brian Meltzer

To consider and, if thought fit, pass as an ordinary resolution, the following:

“THAT for the purposes of Listing Rule 10.11, Chapter 2E and section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue of 30,000,000 unlisted options (each with an exercise price of A$0.01 (1 Australian cent), expiring three years from issue and, upon exercise, entitling the holder to one fully paid ordinary share in the Company) to Mr Brian Meltzer (and/or his nominee(s)) as described in the Explanatory Memorandum which accompanied and formed part of the Notice of Annual General Meeting.”

A voting exclusion statement, voting prohibition and proxy voting prohibition applies to this Resolution. Please see below.

Voting Exclusion Statement – ASX Listing Rules - Resolutions 4 to 7

The Company will disregard any votes cast in favour of Resolutions 4 to 7 respectively by or on behalf of the 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 by reason of being a holder of ordinary securities in the entity) and any of their associates.

However, this does not apply to a vote cast in favour of Resolutions 4 to 7 respectively by:

NOTICE OF 2024 ANNUAL GENERAL MEETING

Voting Prohibition – Chapter 2E of the Corporations Act – Resolutions 4 to 7

In accordance with section 224 of the Corporations Act, a vote on Resolutions 4 to 7 (which seek shareholder approval for the purposes of Chapter 2E of the Corporations Act) must not be cast (in any capacity) by or on behalf of:

However, the above does not prevent the casting of a vote if:

Proxy Voting Prohibition – Restricted Voters – Corporations Act – Resolutions 4 to 7

Other than as set out below, a vote on Resolutions 4 to 7 respectively must not be cast as proxy by a Restricted Voter (defined above).

A Restricted Voter may cast a vote on Resolutions 4 to 7 respectively as a proxy if either:

Resolution 8 – Approval of 10% Placement Issue

To consider and, if thought fit, pass the following as a special resolution:

“THAT, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the Company may elect to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions described in the Explanatory Memorandum which accompanied and formed part of this Notice of Annual General Meeting.”

Voting Exclusion Statement – ASX Listing Rules

The Company will disregard any votes cast in favour of Resolution 8 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 (except a benefit solely by reason of being a holder of ordinary securities in the entity) or any associate of that person.

However, this does not apply to a vote cast in favour of Resolution 8 by:

NOTICE OF 2024 ANNUAL GENERAL MEETING

To consider any other business that may be brought before the Meeting in accordance with the Constitution of the Company and the Corporations Act.

Further details in respect of these Resolutions are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.

By the order of the Board:

Geoffrey Kempler

Chairman

Alterity Therapeutics Limited

Dated: 23 October 2024

NOTICE OF 2024 ANNUAL GENERAL MEETING

PROXY AND VOTING INSTRUCTIONS 

EXPLANATORY MEMORANDUM

ALTERITY THERAPEUTICS LIMITED

ACN 080 699 065

(“the Company”)

2024 ANNUAL GENERAL MEETING

PURPOSE OF INFORMATION

This Explanatory Memorandum (“Memorandum”) accompanies and forms part of the Company’s Notice of the 2024 Annual General Meeting (“Meeting”) to be held at Deloitte Australia Offices, L30, 477 Collins Street, Melbourne VIC, at 9.00am (AEDT) on Friday, 22 November 2024. The Notice of the 2024 Annual General Meeting (“the Notice”) incorporates, and should be read together with, this Memorandum.

2024 Annual Reports

The 2024 Annual Financial Statements, comprising the Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2024 will be laid before the meeting. Shareholders will have the opportunity to ask questions about or make comments on the 2024 Annual Financial Statements and the management of the Company. A representative of the auditor will be invited to attend to answer questions about the audit of the Company’s 2024 Annual Financial Statements.

The Company’s 2024 Annual Financial Statements are set out in the Company’s 2024 Annual Report which can be obtained from the Company’s website, www.alteritytherapeutics.com or upon request to the Company Secretary by email to info@alteritytherapeutics.com.

There is no requirement for these reports to be formally approved by Shareholders. No resolution is required to be moved in respect of this item.

Resolution 1: Non-binding Resolution - Remuneration Report

Background

Pursuant to the Corporations Act 2001 (Cth) (“Corporations Act”) at the Annual General Meeting (“AGM”) of a listed company, that company must propose a resolution that the Remuneration Report be adopted.

The purpose of this resolution is to present to the Shareholders the Company’s Remuneration Report so that Shareholders may ask questions about or make comments on the management of the Company in accordance with the requirements of the Corporations Act and vote on whether to adopt the Remuneration Report for the year ended 30 June 2024.

This resolution is advisory only and does not bind the Company, however the Board will consider the outcome of the vote made by Shareholders on the remuneration report at the meeting when reviewing the Company’s remuneration policies. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs (treating this AGM as the first such meeting), shareholders will be required to vote at the second of those AGM’s on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director and CEO) must be put up for re-election. The vote on the Remuneration Report contained in the Company’s 2023 Annual Financial Statement was passed with the support of more than 75% of votes thus a spill resolution will not be required in the event 25% or more of the votes that are cast at the 2024 AGM are against the adoption of the 2024 Remuneration Report. However, in the event that 25% or more of votes that are cast are against the adoption of the 2024 Remuneration Report, shareholders should be aware if there is a ‘no’ vote of 25% or more for the same resolution at the 2025 AGM it may result in the re-election of the Board.

The Remuneration Report is contained within the 2024 Annual Report. You may access the Annual Report by visiting the Company’s website www.alteritytherapeutics.com.

EXPLANATORY MEMORANDUM

Resolution 2: Re-Election of Director – Mr. Geoffrey Kempler 

At each AGM of the Company, one third of the Directors of the Company must retire from office by rotation, in accordance with the Company’s Constitution. The Managing Director is not subject to rotation. No Director (except the Managing Director) shall retain office for a period in excess of three years without submitting himself or herself for re-election. A Director who retires from office by rotation and is eligible for re-election may offer him or herself for re-election.

Mr Geoffrey Kempler retires by rotation and, being eligible, offer himself for re-election. A biography for Mr Geoffrey Kempler is set out below:

Mr. Geoffrey Kempler has served as Chairman of the Board of Directors since November 1997; between November 1997 and August 2004 he served as the Chief Executive Officer and again assumed the position of Chief Executive Officer from June 2005 until January 2021. Mr. Kempler is one of the founders of our company.

Mr. Kempler qualified as psychologist with extensive experience in investment and business development. He served as a Chairman and Non-Executive Director of Opthea Limited (NASDAQ:OPT), from November 2015 until October 2020, is immediate past Chairman of Ausbiotech, Australia’s biotechnology organization, and is a member of the Industry Advisory Board at the Turner Institute of Brain and Mental Health at Monash University, and Chair of Hexima Ltd. Mr. Kempler holds a B.Sc degree in science from Monash University, Grad. Dip. App. Soc. Psych. degree from Swinburne University.

The board of Directors (with Mr Geoffrey Kempler abstaining from making a recommendation) recommend that shareholders vote in favour of Resolution 2.

Resolution 3 – Ratification of prior issue of shares (Placement July 2024)

Resolution 3 seeks shareholder ratification for the purposes of ASX Listing Rule 7.4 for the prior issue of the 75,220,800 fully paid ordinary shares at an issue price of A$0.0054 (0.54 Australian cents) per share to unrelated sophisticated, professional and other investors exempt from the disclosure requirements of Chapter 6D of the Corporations Act who were identified by the Company, raising approximately A$406,192.32 before costs.

The shares were issued under the placement capacity available to the Company under ASX Listing Rule 7.1A on 18 July 2024 and an Appendix 2A for the issue of the shares was released to ASX on 19 July 2024. The Company obtained shareholder approval to make issues under the placement capacity available under ASX Listing Rule 7.1A at its 2023 AGM held on 29 November 2023.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities made pursuant to ASX Listing Rule 7.1 and/or 7.1A (provided that the previous issue of securities did not breach ASX Listing Rule 7.1 and/or 7.1A) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1 and/or 7.1A. The Company seeks approval under Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under Listing Rule 7.1 and/or Listing Rule 7.1A.

If shareholders pass Resolution 3 then the fully paid ordinary shares the subject of Resolution 3 will be treated as not having used the placement capacity of the Company available under the ASX Listing Rules. The fully paid ordinary shares will also increase the placement capacity available to the Company under the ASX Listing Rules. If shareholders do not pass Resolution 3 then the fully paid ordinary shares the subject of Resolution 3 will continue to use the placement capacity available to the Company under the ASX Listing Rules.

EXPLANATORY MEMORANDUM

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

The Directors unanimously recommend shareholders vote in favour of Resolution 3.

Resolutions 4 to 7 – Approval for issue of options - related parties

Resolutions 4 to 7 seek shareholder approval for the purposes of ASX Listing Rule 10.11, Chapter 2E and section 195(4) of the Corporations Act and for all other purposes to issue an aggregate of 170,000,000 unlisted options (each with an exercise price of A$0.01 (1 Australian cent), expiring three (3) years from issue and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company) to the Directors of the Company (and/or their nominee(s)). The full terms of the unlisted options A.

The proposed recipient, number of unlisted options they are proposed to receive are set out in the table below:

EXPLANATORY MEMORANDUM

ASX Listing Rules

ASX Listing Rule 10.11 requires a company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company or any of their associates or any person whose relationship with either of those persons is such that in ASX’s opinion the acquisition should be approved by shareholders.

Shareholder approval is being sought under Listing Rule 10.11 for Resolutions 4 to 7 and as such approval is not required under ASX Listing Rule 7.1.

If shareholders:

The following information is provided in accordance with the requirements of ASX Listing Rule 10.13:

*unlisted options may be issued to nominee(s) as advised to the Company.

EXPLANATORY MEMORANDUM

Corporations Act – Chapter 2E

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions contained in Chapter 2E of the Corporations Act apply or the shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Each of the proposed recipients of unlisted options the subject of Resolutions 4 to 7 is a related party of the Company under the Corporations Act and the issue of unlisted options to each of the proposed recipients (and/or their nominee(s)) constitutes the giving of a financial benefit to a related party.

Accordingly, Resolutions 4 to 7 seek shareholder approval for the issue of the unlisted options the subject of Resolutions 4 to 7 for the purposes of Chapter 2E of the Corporations Act.

A voting prohibition and proxy voting prohibition in accordance with the Corporations Act in respect of Resolutions 4 to 7 is contained in the Notice accompanying this Memorandum.

Recipients of options

The proposed related party recipients of unlisted options and the number of unlisted options to be issued to each is set out in the table below:

*unlisted options may be issued to nominee(s) as advised to the Company.

Nature of financial benefit

Each of the proposed related party recipients of options will have a relevant interest in the number of options set out against their name in the above table upon the issue of those options the subject of Resolutions 4 to 7 (which are subject to receipt of shareholder approval). The full terms of options are set out in Annexure A.

EXPLANATORY MEMORANDUM

The options are proposed to be issued to the proposed recipients as incentive securities in connection with their respective roles within the Company, as a means of preserving the cash reserves of the Company whilst providing valuable remuneration to the recipients that further aligns their interests with those of shareholders.

The number of options was determined having regard to the capital structure of the Company and the desire to provide balanced incentives to the proposed related party recipients of unlisted options.

Valuation of options

A Black-Scholes valuation of the options by the Company as at 30 September 2024 (such Black-Scholes valuation calculated at a 225.9% volatility rate and 3.58% risk free rate) attributed a value of A$0.0027 (0.27 Australian cents) for each option. The total aggregate value of options proposed to be issued to the proposed recipients (and/or their respective nominee(s)) based on this Black-Scholes valuation is set out in the table below:

Related party remuneration

As set out above, the annual remuneration packages of each of the proposed recipients of the unlisted options the subject of Resolutions 4 to 7 exclusive of those unlisted options are set out below:

The remuneration packages of each of the proposed recipients of unlisted options the subject of Resolutions 4 to 7 inclusive of those unlisted options are set out below:

EXPLANATORY MEMORANDUM

Existing interests of related party recipients

The existing direct and indirect interests in the securities of the Company at the date of the Notice of the proposed related party recipients of the options the subject of Resolutions 4 to 7 are set out in the table below:

If shareholders approve resolutions 4 to 7 and the unlisted options the subject of those resolutions are issued to the proposed related party recipients, the direct and indirect interests of those proposed related party recipients in the securities of the Company would be as set out in the table below:

EXPLANATORY MEMORANDUM

For indicative purposes, the below shows the direct and indirect interests of each of the proposed related party recipients in the securities of the Company based on their existing holdings in the Company plus the number of shares issued on conversion of all of the options the subject of resolutions 4 to 7:

Potential dilutive effect of the issue of options

The issue of the options the subject of Resolutions 4 to 7 will not result in dilution of the interests of shareholders of the Company until such time as those options (or part thereof) are exercised into fully paid ordinary shares in the capital of the Company. There is no guarantee that a certain number of options will be exercised into fully paid ordinary shares, or any at all.

For indicative purposes, an example of the potential dilutive impact if all of the options the subject of resolution 4 to 7 were exercised into fully paid ordinary shares is set out in the table below:

All percentages in the above table are subject to rounding. The above table only takes into account the issue of fully paid ordinary shares upon the exercise of the unlisted options the subject of resolutions 4 to 7 and does not take into account the issue of any other shares (whether on conversion of options or otherwise).

Corporations Act – Section 195(4)

Although no Director participated in the discussion or decision making process in respect of the unlisted options proposed to be issued to them, the Directors acknowledge that Resolutions 4 to 7 separately relate to each of them. Accordingly, Directors propose that Resolutions 4 to 7 each also be put to shareholders for the purposes of section 195(4) of the Corporations Act such that shareholders determine whether the named related parties will be issued the respective securities the subject of Resolutions 4 to 7.

EXPLANATORY MEMORANDUM

Director recommendations

The Directors do not make any recommendations with respect to resolutions 4 to 7 as such recommendations are in connection with the remuneration of each of the Directors of the Company and therefore may be considered to be a conflict of interest as set out in ASIC guidance in ASIC Regulatory Guide 76.

SPECIAL BUSINESS

Resolution 8 – Approval of 10% placement facility

ASX Listing Rule 7.1A enables eligible entities to issue equity securities (as that term is defined in the ASX Listing Rules) up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. An eligible entity for the purposes 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 A$300 million or less. The Company is an eligible entity as at the date of the Notice.

The Company seeks Shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Facility. The exact number of equity securities (if any) to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to section 2(c) below). Equity securities under the 10% Placement Facility may only be issued for cash consideration. The Company may use funds raised from any 10% Placement Facility for funding of specific projects and/or general working capital.

If shareholders pass Resolution 8, the Company will be able to issue up to the number of equity securities under the 10% Placement Facility for cash in accordance with the formula prescribed by ASX Listing Rule 7.1A.2 (as set out below). If Resolution 8 is not passed by shareholders then the Company will not be able to issue Equity Securities under the 10% Placement Facility.

The Directors of the Company believe that Resolution 8 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 8.

The ability to issue equity securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an AGM.

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company.

The Company, as at the date of the Notice, has on issue two classes of quoted equity securities, being fully paid ordinary Shares (ATH) and options expiring 31 August 2026 (ATHO).

EXPLANATORY MEMORANDUM

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 12-month period after the date of the 2024 AGM, a number of equity securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of the issue or agreement:

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

The ability of an entity to issue equity securities under ASX Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under ASX Listing Rule 7.1.

The actual number of equity securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to section 2(c) above).

EXPLANATORY MEMORANDUM

The issue price of equity securities issued under ASX Listing Rule 7.1A must be not less than 75% of the VWAP of equity securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires on the earlier to occur of:

(10% Placement Period).

The effect of Resolution 8 will be to allow the Directors to issue the equity securities under ASX Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Pursuant to and in accordance with ASX Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

EXPLANATORY MEMORANDUM

which may have an effect on the amount of funds raised by the issue of the equity securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary shares for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A(2) as at the date of the Notice.

The table below also shows:

EXPLANATORY MEMORANDUM

The table has been prepared on the following assumptions:

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) upon issue of any equity securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to factors including but not limited to the following:

The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

EXPLANATORY MEMORANDUM

In the 12 months prior to the Meeting, the Company has issued 75,220,800 equity securities (ordinary shares) under the 10% Placement Facility approved by shareholders at the 2023 AGM. These aggregate of 75,220,800 equity securities issued in the 12 months preceding the Meeting represent 2.29% of the total number of equity securities on issue in the Company (being 3,284,135,277 total equity securities comprising 2,439,897,618 ordinary shares and 844,237,659 unlisted options) at the commencement of the 12 month period preceding the Meeting (being 22 November 2023).

The issue of securities by the Company under its 10% Placement Facility in the 12 months prior to the Meeting is set out below:

EXPLANATORY MEMORANDUM

ANNEXURE A

TERMS OF OPTIONS

The terms of the issue of the Options are: