Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
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FBR Limited
ACN 090 000 276
Notice of General Meeting
Notice is given that the Meeting will be held at:
Time: 10:00 am (WST)
Date: 23 September 2026
Place: 88 Sultana Road West
High Wycombe WA 6057
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting 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 7:00pm (Sydney time)
on 21 September 2026.
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Business of the Meeting
Agenda
1. Resolution 1 – Ratification of a prior issue – First Tranche Convertible Notes
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify
the issue of 500,000 Convertible Notes to SBC Global Investment Fund on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of SBC Global
Investment Fund, or any of its associates.
2. Resolutions 2(a) to 2(c) – Ratifications of prior issues of Shares and Options to
SBC Global Investment Fund – First Tranche
To consider and, if thought fit, to pass, with or without amendment, each of the following resolutions
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify
the issue of:
(a) the First Tranche Placement Shares;
(b) the First Tranche Establishment Fee Shares; and
(c) the First Tranche Options,
to SBC Global Investment Fund on the terms and conditions set out in the Explanatory
Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of each of the Resolutions by or on behalf of SBC
Global Investment Fund (or its nominees), or any associates of those persons.
3. Resolution 3 – Approval to issue Shares on conversion of the First Tranche
Convertible Notes
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve
the issue of Shares on conversion of the First Tranche Convertible Notes on the terms and
conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of SBC Global
Investment Fund (or its nominee(s)), or any other 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 any associates of those persons.
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4. Resolution 4 – Approval to issue the Second Tranche Convertible Notes
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an
ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve
the issue of 500,000 Convertible Notes to SBC Global Investment Fund (or its nominee(s)) on
the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of SBC Global
Investment Fund (or its nominee(s)), or any other 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 any associates of those persons.
5. Resolutions 5(a) to 5(c) – Approval to issue Shares and Options in relation to
the Second Tranche Convertible Notes
To consider and, if thought fit, to pass, with or without amendment, each of the following resolutions
as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders ratify
the issue of:
(a) the Second Tranche Placement Shares;
(b) the Second Tranche Establishment Fee Shares; and
(c) the Second Tranche Options,
on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion: The Company will disregard any votes cast in favour of each of the Resolutions by or on behalf of SBC
Global Investment Fund (or its nominee(s)), or any other 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 any associates of those persons.
Dated: 24 August 2026
By order of the Board
Rhys Waldon
Company Secretary
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Voting exclusion statements
Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote
cast in favour of that Resolution by:
(a) a person as 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 of the meeting 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.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
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:
(a) each Shareholder has a right to appoint a proxy;
(b) the proxy need not be a Shareholder of the Company; and
(c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the
proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 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 changes to the Corporations Act made in 2011 mean that:
(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the
proxies as directed.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company
Secretary on +61 8 9380 0240.
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Explanatory Statement
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 to the Resolutions
1.1 General
On 20 July 2026, the Company announced it had entered into a Convertible Security Agreement
(Agreement) with SBC Global Investment Fund (SBC) pursuant to which FBR will have access to
funding of up to $3.87 million subject to the terms of the Agreement.
The Agreement comprises:
(a) the first and second tranche each with a purchase price of $450,000 in consideration for
which FBR will issue 500,000 convertible notes each with a face value of $1 (Convertible
Notes);
(b) subject to mutual agreement between FBR and SBC, the third and fourth tranche each with
a purchase price of $450,000 in consideration for which FBR will issue 500,000 Convertible
Notes;
(c) additional tranches as may be mutually agreed between FBR and SBC up to an aggregate
issue price of $1.62 million; and
(d) an optional tranche at SBC’s election with an issue price of up to $450,000,
in each case on the terms and conditions set out in the Agreement, including no tranche being
completed more than 12 months after the date of the Agreement.
In relation to each tranche of Notes purchased, the Company is required to issue SBC 4,000,000
Shares (Placement Shares) and the Noteholder Options and pay a 3% establishment fee calculated
on the face value of the Notes purchased (Establishment Fee). The establishment fee may be paid
in cash or the Company may elect to satisfy this through the issue of Shares at a deemed issue price
per Share equal to the VWAP on the trading day immediately prior to the purchase date of the
relevant Notes (Establishment Fee Shares).
The quantity of Noteholder Options is 50% of the aggregate face value of the Notes being purchased
divided by the VWAP on the trading day immediately prior to the relevant purchase date, rounded
down to the lowest Rounding Margin. The exercise price of the Noteholder Options is 130% of the
VWAP on the trading day immediately prior to the day on which the relevant purchase occurs and
the expiry date is 36 months after the date of issue. The Noteholder Options are otherwise issued
on the terms and conditions set out in Schedule 3.
The Placement Shares may be used by SBC to offset the issue of Shares to SBC upon conversion of
the Notes with any Placement Shares still on issue when there is no amount outstanding under the
Agreement to be either acquired by SBC or sold with the proceeds remitted to FBR.
All tranches other than the first tranche are subject to FBR obtaining prior shareholder approval to
the relevant issues. The First Tranche Convertible Notes and the First Tranche Placement Shares, First
Tranche Establishment Fee Shares and First Tranche Options were issued using FBR’s available Listing
Rule 7.1 capacity.
The aggregate maximum number of securities (excluding securities the issue of which has been
ratified by Shareholders under ASX Listing Rule 7.4) that the Company may or is required to issue on
one or more conversions of the First Tranche Convertible Notes, without the Company obtaining
prior Shareholder approval is 18,600,000 Shares (Maximum Number).
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The terms and conditions of the Convertible Notes are set out in Schedule 1 and a summary of the
key terms of the Agreement are set out in Schedule 2. For further information in relation to the
Agreement refer to the Company’s announcement on 20 July 2026 and the convertible note cleansing
statement dated 21 July 2026.
1.2 ASX Listing Rule 6.1
ASX Listing Rule 6.1 requires any convertible securities issued by a company to be issued on terms
that are considered appropriate and equitable. In determining whether the convertible securities are
appropriate and equitable, the terms and conditions of the convertible securities must be fair to both
new and existing shareholders of the company. If the convertible securities appear to be favourable
to the holder of the convertible securities, the company is required to explain the circumstances
underpinning the issue of the convertible securities.
The Company provides the following information for the purposes of section 4 of ASX Compliance
Update No 05/20 and ASX Compliance Update No 05/23:
(a) FBR negotiated the Agreement at arm’s length with a sophisticated and professional
investor who is an independent third party to the Company;
(b) FBR considers that the issue of the convertible notes is an appropriate and commercial
solution to provide working capital to enable FBR to support its ongoing business activities;
(c) prior to entering into the Agreement, FBR considered other available fundraising options,
such as a traditional equity raising and other types of equity-linked debt instruments to
meet FBR’s funding requirements. FBR was of the view that the other options available were
not on the same commercial terms and were therefore not in the best interests of
shareholders of FBR; and
(d) FBR has agreed to issue Placement Shares to SBC with the intention that the Placement
Shares are available to be used to offset any future issues of Shares to SBC (at its discretion)
in the event of conversion of the Convertible Notes.
The Company sought legal advice from a suitably qualified and experienced lawyer regarding the
suitability of the terms of the Convertible Notes and was advised that the Convertible Notes were
market standard and do not contain any of the features in section 5.9 of Guidance Note 21, based
on the reasons set out below:
(e) conversion of the Convertible Notes is either at a fixed price or at a price based on the
market price of Shares and not some other variable;
(f) the Convertible Notes convert into ordinary shares in the capital of the Company and not
into other convertible securities; and
(g) there are other convertible notes on similar terms in the market place.
1.3 Shareholder approvals
The Company seeks Shareholder approval to:
(a) Resolution 1: ratify the issue of the First Tranche Convertible Notes;
(b) Resolutions 2(a) to 2(c): ratify the issue of the First Tranche Placement Shares, First Tranche
Establishment Fee Shares and First Tranche Options issued in relation to the First Tranche
Convertible Notes;
(c) Resolution 3: issue Shares on conversion of the First Tranche Convertible Notes to the
extent the Maximum Number would be exceeded;
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(d) Resolution 4: issue the Second Tranche Convertible Notes; and
(e) Resolutions 5(a) to 5(c): issue the Second Tranche Placement Shares, Second Tranche
Establishment Fee Shares and Second Tranche Options issued in relation to the Second
Tranche Convertible Notes.
2. Resolution 1 – Ratification of a prior issue – First Tranche Convertible Notes
2.1 General
The First Tranche Convertible Notes were issued using the Company’s placement capacity under
Listing Rule 7.1.
The First Tranche Convertible Notes are convertible into Shares. The quantity of Shares is determined
by dividing the face value of the Notes being converted by the Conversion Price.
Notwithstanding the above, the aggregate maximum number of securities (excluding securities the
issue of which has been ratified by Shareholders under ASX Listing Rule 7.4) that the Company may
or is required to issue on one or more conversions of the First Tranche Convertible Notes, without
the Company obtaining prior Shareholder approval is 18,600,000 Shares (Maximum Number).
Resolution 1 seeks Shareholder approval to ratify the issue of the First Tranche Convertible Notes.
For illustrative purposes only, the table below shows an example of the number of Shares that may
be issued on conversion of the First Tranche Convertible Notes at various conversion prices.
Conversion Price Number of Shares
issued on conversion
% of total Shares
immediately
following
conversion2
Fixed Conversion Price ($0.17) 2,941,177 2.05%
Variable Conversion Price ($0.11)1
4,545,455 3.17%
50% of Variable Conversion Price 9,090,910 6.34%
150% of Variable Conversion Price 3,030,304 2.11%
Notes:
1. As at the Disclosure Date.
2. Based on the number of Shares on issue at the Disclosure Date (143,434,531) and assuming no other
convertible securities are converted into Shares.
2.2 ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree
to issue more equity securities during any 12-month period than that amount which represents 15%
of the number of fully paid ordinary securities on issue at the commencement of that 12 month
period (Placement Capacity).
2.3 ASX Listing Rule 7.4
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company
in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and
provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed
to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
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2.4 Effect of the Resolution
The issue of First Tranche Convertible Notes did not fit within any of the exceptions from ASX Listing
Rule 7.1 and was not subject to prior Shareholder approval. The issue effectively used up a portion
of the available Placement Capacity under ASX Listing Rule 7.1, reducing the Company’s capacity to
issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the
12-month period following the date of their issue. At the time of issue, sufficient placement capacity
was available that the issue did not breach ASX Listing Rule 7.1.
If Resolution 1 is passed, the Company will retain the flexibility to issue equity securities in the future
up to the Placement Capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior
Shareholder approval and the base figure (referred to as variable “A” in the formula in ASX Listing
Rule 7.1) from which the Company’s Placement Capacity is calculated, will be a higher number, which
in turn will allow a proportionately higher number of securities to be issued without prior Shareholder
approval.
If Resolution 1 is not passed, then the Company’s Placement Capacity under ASX Listing Rule 7.1 will
not be refreshed; meaning the issue will continue to be included in calculating the Company’s use of
the 15% limit under ASX Listing Rule 7.1, effectively decreasing the number of equity securities the
Company can issue without prior Shareholder approval over the 12 month period following the date
of their issue
2.5 Board Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 1.
2.6 Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in
relation to Resolution 1:
(a) the First Tranche Convertible Notes were issued to SBC Global Investment Fund;
(b) 500,000 Convertible Notes were issued on 22 July 2026;
(c) the key terms of the First Tranche Convertible Notes are set out in Schedule 1;
(d) the First Tranche Convertible Notes were issued for an aggregate amount of $450,000;
(e) the funds raised from the issue of the First Tranche Convertible Notes are being used for
working capital; and
(f) the First Tranche Convertible Notes were issued pursuant to the Agreement, a summary of
which is set out in Section 1.1 and Schedule 2.
3. Resolutions 2(a) to 2(c) – Ratifications of prior issues of Shares and Options to
SBC Global Investment Fund – First Tranche
3.1 General
On 21 July 2026, the Company issued the following securities under the terms of the Agreement in
relation to the purchase of the First Tranche Convertible Notes:
(a) Resolution 2(a): 4,000,000 Shares (First Tranche Placement Shares);
(b) Resolution 2(b): 114,632 Shares (First Tranche Establishment Fee Shares); and
(c) Resolution 2(c): 1,910,526 Options (First Tranche Options),
using the Company’s placement capacity under ASX Listing Rule 7.1.
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Resolutions 2(a) to 2(c) seek Shareholder approval to ratify the issue of these securities (together the
First Tranche Securities).
3.2 ASX Listing Rule 7.1
A summary of ASX Listing Rule 7.1 is set out in Section 2.2.
3.3 ASX Listing Rule 7.4
A summary of ASX Listing Rule 7.4 is set out in Section 2.3.
3.4 Effect of the Resolutions
The issue of the First Tranche Securities did not fit within any of the exceptions from ASX Listing Rule
7.1 and was not subject to prior Shareholder approval. The issue of these securities effectively used
up a portion of the available Placement Capacity under ASX Listing Rule 7.1, reducing the Company’s
capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1
for the 12-month period following the date of their issue. At the time of issue, sufficient placement
capacity was available that the issue of the securities did not breach ASX Listing Rule 7.1.
If each of Resolutions 2(a) to 2(c) are passed, the Company will retain the flexibility to issue equity
securities in the future up to the Placement Capacity set out in ASX Listing Rule 7.1 without the
requirement to obtain prior Shareholder approval and the base figure (referred to as variable “A” in
the formula in ASX Listing Rule 7.1) from which the Company’s Placement Capacity is calculated, will
be a higher number, which in turn will allow a proportionately higher number of securities to be
issued without prior Shareholder approval.
If any or all of Resolutions 2(a) to 2(c) are not passed, then the Company’s Placement Capacity under
ASX Listing Rule 7.1 will not be refreshed with respect to securities the subject of the Resolution/s
not passed; meaning those securities will continue to be included in calculating the Company’s use
of the 15% limit under ASX Listing Rule 7.1, effectively decreasing the number of equity securities the
Company can issue without prior Shareholder approval over the 12 month period following the date
of their issue.
3.5 Board Recommendation
The Directors recommend that Shareholders vote in favour of Resolutions 2(a) to 2(c).
3.6 Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in
relation to Resolutions 2(a) to 2(c):
(a) the First Tranche Securities were issued to SBC Global Investment Fund;
(b) the number of First Tranche Securities issued was as specified in Section 3.1;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued
on the same terms and conditions as the Company’s existing Shares;
(d) the Options were issued on the terms and conditions set out in Schedule 3;
(e) the First Tranche Securities were issued on 21 July 2026;
(f) the First Tranche Placement Shares were issued for nil cash consideration in satisfaction of
an obligation under the Agreement;
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(g) the First Tranche Establishment Fee Shares were issued at a deemed issue price of 13.0854
cents per Share in satisfaction of an establishment fee of 3% of the face value of the First
Tranche Convertible Notes payable under the terms of the Agreement;
(h) the First Tranche Options were issued for nil cash consideration in satisfaction of an
obligation under the Agreement; and
(i) the First Tranche Securities were issued pursuant to the Agreement, a summary of which is
set out in Section 1.1 and Schedule 2.
4. Resolution 3 – Approval to issue Shares on conversion of the First Tranche
Convertible Notes
4.1 General
As described in Section 1.1, the quantity of Shares that can be issued on conversion of the First
Tranche Convertible Notes is limited to the Maximum Number. In the event this quantity is
insufficient to convert all of the First Tranche Convertible Notes, any remaining Notes would require
prior Shareholder approval to be converted to Shares. Resolution 3 seeks this approval.
For illustrative purposes only, the table below shows an example of the number of Shares that may
be issued on conversion of the First Tranche Convertible Notes at various conversion prices.
Conversion Price Number of Shares issued on conversion2
Fixed Conversion Price ($0.17) 2,941,177
Variable Conversion Price ($0.11)1
4,545,455
50% of Variable Conversion Price ($0.055)1
9,090,910
25% of Variable Conversion Price ($0.0275)1
18.181,818
Notes:
1. As at the Disclosure Date.
2. As described in Section 1.1, the quantity of Shares that can be issued on conversion of the First Tranche
Convertible Notes is limited to the Maximum Number. In the event that quantity is insufficient to convert all of
the First Tranche Convertible Notes, any remaining Notes would require prior Shareholder approval to be
converted to Shares. Resolution 3 seeks this approval.
4.2 ASX Listing Rule 7.1
A summary of ASX Listing Rule 7.1 is set out in Section 2.2.
4.3 Effect of the Resolutions
If Resolution 3 is passed, the Company will be able to issue Shares on conversion of the First Tranche
Convertible Notes to the extent that exceeds the Maximum Number during the 3 month period after
the Meeting (or a longer period if allowed by ASX), without using any part of the Company’s
Placement Capacity under ASX Listing Rule 7.1.
If Resolution 3 is not passed, then the First Tranche Convertible Notes will not be able to be converted
to Shares to the extent the Maximum Number is exceeded and the Company will need to redeem
such Notes in cash in lieu of issuing Shares in the event the holder issues a conversion notice.
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4.4 Board Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 3.
4.5 Technical information required by ASX Listing Rule 7.3
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in
relation to Resolution 3:
(a) the Shares will be issued to SBC Global Investment Fund (or its nominee);
(b) the number of Shares to be issued is equal to the quantity of Notes converted and the
conversion price at the time of conversion. A worked example for different conversion
prices is set out in Section 4.1;
(c) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on
the same terms and conditions as the Company’s existing Shares;
(d) the Shares will be issued no later than 3 months after the date of the Meeting (or such later
date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules)
and it is intended the issue will occur following the receipt of a conversion notice under the
Agreement;
(e) the purpose of the issue will be to satisfy a conversion of First Tranche Convertible Notes;
and
(f) the Shares will be issued on conversion of First Tranche Convertible Notes issued pursuant
to the terms of the Agreement, a summary of which is set out in Section 1.1 and Schedule 2.
5. Resolution 4 – Approval to issue the Second Tranche Convertible Notes
5.1 General
As further described in Section 1.1, a second tranche purchase of Notes has been agreed under the
terms of the Agreement. This purchase can occur no earlier than 2 months after completion of the
consolidation of capital (approved by Shareholders on 15 July 2026) and otherwise on the terms of
the Agreement.
The Second Tranche Convertible Notes will be convertible into Shares. The quantity of Shares is
determined by dividing the face value of the Notes being converted by the Conversion Price. The
Fixed Conversion Price is determined at the time of issue of the Notes and the Variable Conversion
Price is determined at the time of conversion of the Notes.
Resolution 4 seeks Shareholder approval for the issue of the Second Tranche Convertible Notes.
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For illustrative purposes only, the table below shows an example of the number of Shares that may
be issued on conversion of the Second Tranche Convertible Notes at various conversion prices.
Conversion Price Number of Shares
issued on conversion
% of total Shares
immediately
following
conversion3
Fixed Conversion Price ($0.17)1
2,941,177 2.05%
Variable Conversion Price ($0.11)2
4,545,455 3.17%
50% of Variable Conversion Price 9,090,910 6.34%
150% of Variable Conversion Price 3,030,304 2.11%
Notes:
1. Assuming the same fixed conversion price as the First Tranche Convertible Notes. However, it is noted that
the fixed conversion price for the Second Tranche Convertible Notes may be different as it is equal to 130% of
the VWAP on the actual trading day immediately prior to the purchase date of the Second Tranche Convertible
Notes.
2. As at the Disclosure Date.
3. Based on the number of Shares on issue at the Disclosure Date (143,434,531) and assuming no other
convertible securities are converted into Shares.
5.2 ASX Listing Rule 7.1
A summary of ASX Listing Rule 7.1 is set out in Section 2.2.
5.3 Effect of the Resolutions
If Resolution 4 is passed, the Company will be able to issue the Second Tranche Convertible Notes
during the 3 month period after the Meeting (or a longer period if allowed by ASX), without using
any part of the Company’s Placement Capacity under ASX Listing Rule 7.1.
If Resolution 4 is not passed, then the Company will not be able to issue the Second Tranche
Convertible Notes and the Company will need to consider other fundraising alternatives.
5.4 Board Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 4.
5.5 Technical information required by ASX Listing Rule 7.3
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in
relation to Resolution 4:
(a) the Second Tranche Convertible Notes will be issued to SBC Global Investment Fund (or its
nominee(s));
(b) the number of Second Tranche Convertible Notes to be issued is 500,000;
(c) the Second Tranche Convertible Notes will be issued on the terms and conditions set out
in Schedule 1;
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(d) the Second Tranche Convertible Notes will be issued no later than 3 months after the date
of the Meeting (or such later date to the extent permitted by any ASX waiver or modification
of the ASX Listing Rules) and it is intended the issue will occur on the same date;
(e) the Company will receive $450,000 for the purchase of the Second Tranche Convertible
Notes which will be applied to general working capital; and
(f) the Second Tranche Convertible Notes will be issued pursuant to the Agreement, a
summary of which is set out in Section 1.1 and Schedule 2.
6. Resolutions 5(a) to 5(c) – Approval to issue Shares and Options in relation to
the Second Tranche Convertible Notes
6.1 General
As described in Section 1.1, the Company is required to issue Placement Shares and Noteholder
Options in relation to a purchase of Notes, including the Second Tranche Conv
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