Announcement PDF 9 APRIL 2025 Dear Shareholders, NOTICE OF GENERAL MEETING AND PROXY FORM Adisyn Limited (ACN 155 473 304) (Company) (ASX: AI1) hereby gives notice that a General Meeting (Meeting) of shareholders will be held a virtual meeting held online, on Tuesday, 13 May 2025, at 3:30pm (AWST). The Notice of Meeting (NOM) is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial advisor, lawyer, accountant or other professional adviser. In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the NOM to shareholders unless a shareholder has requested a hardcopy of the NOM or made an election for the purposes of 110E of the Corporations Act to receive documents from the Company in physical form. The NOM is made available to shareholders electronically. This means that: • • You can access the NOM online at the Company’s website https://adisyn.com.au/investor-centre A complete copy of the NOM has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “AI1”. Those shareholders who receive their company communications in the post will therefore receive a printed copy of this announcement and their personalised proxy form. Conversely, shareholders who receive their communications electronically will, as they have on previous occasions, receive an email from the Company’s share registry, Xcend Pty Ltd, with links directing them to this notice and the online voting portal https://investor.xcend.app The Company further advises that voting on all resolutions will be conducted by a poll and encourages those shareholders who can not attend the meeting to lodge their proxy forms no later than 48 hours before the meeting, being 3.30 pm (AWST) on Sunday, 11 May 2025. Any proxy forms received after that time will not be valid for the meeting. For and on behalf of the Board. Kyla Garic Company Secretary Adisyn Limited 1300 331 888 investors@adisyn.com.au Adisyn Ltd | ACN 155 473 304 | 1300 331 888 | 2 – 3 / 4 McGrath Road, Henderson WA 6166 | adisyn.com.au Adisyn Ltd ACN 155 473 304 NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM Tuesday 13 May 2025 3:30 PM (AWST) Venue: Virtual meeting held online via meeting registration at: https://meeting.xcend.app/AI1GMMAY25 This Notice of General Meeting and Explanatory Memorandum 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 adviser without delay. Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6141 1011 or email at cosec@adisyn.com.au NOTICE OF MEETING Notice is given that the General Meeting of Shareholders of Adisyn Ltd (ACN 155 473 304) (Company) will be held by way of a virtual meeting on Tuesday, 13 May 2025 at 3:30pm (AWST) online via meeting registration at: https://meeting.xcend.app/AI1GMMAY25 (Meeting). The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice. 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 at 4:00PM (AWST) on Sunday, 11 May 2025. Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1. AGENDA 1. Resolutions 1(a) and 1(b) – Ratification of Prior issue of Placement Shares – Listing Rules 7.1 and 7.1A To consider and, if thought fit, to pass with or without amendment, the following resolutions as ordinary resolutions: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to: (a) 43,463,158 Placement Shares issued under the Company’s Listing Rule 7.1 capacity; and (b) 61,000,000 Placement Shares under the Company’s Listing Rule 7.1A capacity, on the terms and conditions in the Explanatory Memorandum.’ Voting Exclusion Statement The Company will disregard any votes cast in favour of the Resolutions by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved (namely, the Placement Participants (or their respective nominees)); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolutions by: (a) a person as proxy or attorney who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; or (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions 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 the voting, and is not an associate of a person excluded from voting, on the Resolutions; and (ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. 1 2. Resolution 2 – Approval to issue Director Placement Shares to Director (Mr Kevin Crofton) To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the Company to issue up to 800,000 Placement Shares to Mr Kevin Crofton (and/or his nominee) on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement The Company will disregard any votes case in favour of the Resolution by or on behalf of: (a) Mr Kevin Crofton (and/or his nominee) 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 Company); or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: 3. (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with 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. Resolution 3 – Approval to issue Incentive Options to Director (Mr Kevin Crofton) To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “Subject to and conditional upon the passing of Resolution 6, that, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the Company to issue up to 6,000,000 Options (exercisable at $0.15 and expiring three (3) years from the date of issue) to Mr Kevin Crofton (and/or his nominee) on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement The Company will disregard any votes case in favour of the Resolution by or on behalf of: (a) Mr Kevin Crofton (and/or his nominee) 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 Company);or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (d) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (e) 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 (f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: 2 (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 Prohibition Statement In accordance with section 224 of the Corporations Act, a vote on Resolution 3 must not be cast (in any capacity) by or on behalf of a related party of the Company to whom Resolution 3 would permit a financial benefit to be given, or an associate of such a related party (Resolution 3 Excluded Party). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on Resolution 3 and it is not cast on behalf of a Resolution 3 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 3 if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 3 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though Resolution 3 is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 4. Resolution 4 – Ratification of Prior issue of JLM Options (Listing Rule 7.1) To consider and, if thought fit, to pass with or without amendment, the following resolution as ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to 20,000,000 Options on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement The Company will disregard any votes cast in favour of the Resolutions by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved (namely, the JLMs (or their respective nominees)); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolutions by: (a) a person as proxy or attorney who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; or (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions 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 the voting, and is not an associate of a person excluded from voting, on the Resolutions; and (ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. 5. Resolution 5 – Approval to issue Incentive Options to Director (Mr Dominic O’Hanlon) To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: 3 “Subject to and conditional upon the passing of Resolution 7, that, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the Company to issue up to 6,000,000 Options (exercisable at $0.15 and expiring three (3) years from the date of issue) to Mr Dominic O’Hanlon (and/or his nominee) on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement The Company will disregard any votes case in favour of the Resolution by or on behalf of: (a) Mr Dominic O’Hanlon (and/or his nominee) 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 Company);or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (d) 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 (e) 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 Prohibition Statement In accordance with section 224 of the Corporations Act, a vote on Resolution 5 must not be cast (in any capacity) by or on behalf of a related party of the Company to whom Resolution 5 would permit a financial benefit to be given, or an associate of such a related party (Resolution 5 Excluded Party). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on Resolution 5 and it is not cast on behalf of a Resolution 5 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 5 if: (c) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (d) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if: (f) the proxy is the Chair; and (g) the appointment expressly authorises the Chair to exercise the proxy even though Resolution 5 is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 6. Resolution 6 – Election of Director – Mr Kevin Crofton To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 6.3(i) of the Constitution and for all other purposes, Mr Kevin Crofton, a Director who was appointed an additional director on 14 February 2025, retires, and being eligible, is elected as a Director.” 7. Resolution 7 – Election of Director – Mr Dominic O’Hanlon To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: 4 “That, for the purpose of clause 6.3(i) of the Constitution and for all other purposes, Mr Dominic O’Hanlon, a Director who was appointed an additional director on 17 March 2025, retires, and being eligible, is elected as a Director.” 8. Resolution 8 – Election of Director – Mr Arye Kohavi To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 6.3(i) of the Constitution and for all other purposes, Mr Arye Kohavi, a Director who was appointed as an additional director on 12 February 2025, retires, and being eligible, is elected as a Director.” Dated 9 April 2025 BY ORDER OF THE BOARD Ms Kyla Garic Company Secretary 5 EXPLANATORY MEMORANDUM 1. Introduction This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held by virtual means via https://meeting.xcend.app/AI1GMMAY25 on Tuesday, 13 May 2025 at 3:30 PM (AWST). This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice. A Proxy Form is located at the end of the Explanatory Memorandum. 2. Action to be taken by Shareholders Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. How to participate and vote at the meeting Shareholders can attend the Meeting https://meeting.xcend.app/AI1GMMAY25. online at the following link: The Company’s share registry, requires Shareholders to register their attendance in advance through via the virtual meeting portal using the instruction below: (a) Enter the link https://meeting.xcend.app/AI1GMMAY25 into a web browser or to scan the QR code on the Proxy Form; and (b) Shareholders will need their SRN or HIN (which is printed at the top of the Proxy Form) and their postcode. Once Shareholders have completed registration, a Zoom webinar link and telephone dial-in details will be provided. Proxyholders will need to contact the Company’s share registry at least 24 hours before the Meeting to obtain proxy login details. Further information on how to register, participate and vote virtually is set out in the “Online Meeting Guide” on the Proxy Form. Proxies A Proxy Form is attached to the 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 invited and encouraged to participate in the Meeting via virtual means, and are encouraged to lodge a directed 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 via virtual means. Please note that: (a) a member of the Company entitled to attend via virtual means and vote at the Meeting is entitled to appoint a proxy; 6 (b) a proxy need not be a member of the Company; and (c) 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. Shareholders and their proxies should be aware that: (d) If proxy holders vote, they must cast all directed proxies as they are directed to; and (e) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Further details are set out below. Proxy vote if appointment specifies way to vote 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: (a) 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); and (b) 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; and (c) 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 (d) 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). Transfer of non-chair proxy to Chair in certain circumstances Section 250BC of the Corporations Act provides that, if: (a) 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; and (b) the appointed proxy is not the Chair of the meeting; and (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA,on the question that the resolution be passed; and (d) either of the following applies: (i) if a record of attendance is made for the meeting - the proxy is not recorded as attending; (ii) 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. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. 7 Proxy Holders and Voting Instructions If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions. If a member of the Company’s Key Management Personnel, or a Closely Related Party of such member is appointed as your proxy, they will not be able to vote your proxy on Resolution 3 and Resolution 5, unless you have directed them how to do so. If you intend to appoint a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to direct them how to vote on Resolution 3 and Resolution 5, by marking “For”, “Against” or “Abstain” for each of those resolutions. Submit your Proxy Vote 2.4.1 Online Lodge your proxy vote online by scanning the QR Code on the enclosed Proxy Form with your tablet or mobile, or enter the following URL into your internet browser: https://investor.xcend.app/sha . 2.4.2 By Paper If you do not wish to vote online, then it is necessary to complete the Proxy Form in accordance with the detailed instructions set out on the enclosed Proxy Form. The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways: 3. BY MAIL: Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225 BY EMAIL: meetings@xcend.co BY QR CODE: Using the QR Code on the Proxy Form Resolutions 1(a) and 1(b) – Ratification of Prior issue of Placement Shares – Listing Rules 7.1 and 7.1A General Resolutions 1(a) and 1(b) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of a total of up to 104,463,157 Shares issued under the Placement (details of the Placement provided in Section 3.2 below). Background On 24 January 2025, the Company announced that it had received binding commitments from sophisticated and professional investors, to subscribe for a total of up to 105,263,158 8 Shares at an issue price of $0.095 per Share (Placement Shares) to raise up to a total of $10 million (before costs)(Placement). On 31 January 2025, the Company issued a total of 104,463,157 Placement Shares under the Placement as follows: (a) 43,463,158 Placement Shares issued under the Company’s Listing Rule 7.1 capacity (subject of Resolution 1(a)); and (b) 61,000,000 Placement Shares issued under the Company’s Listing Rule 7.1A capacity (subject of Resolution 1(b)). The funds raised from the Placement will be used towards acquisition of a specialised Atomic Layer Deposition (ALD) machine; expansion of AI1’s research and development capabilities; advancing licensing agreements and building partnerships with global semiconductor and electronic leaders; strengthening operational capacity; costs of the Placement, and as well as towards general working capital. It was also announced that proposed Director, Mr Kevin Crofton (Proposed Director or Mr Crofton) elected to participate in the Placement (subject to Shareholder approval) by subscribing for 800,000 Placement Shares (subject of Resolution 2). Sandton Capital Advisory Pty Ltd, Alpine Capital and Peloton Capital acted as joint lead managers (JLMs) to the Placement. The JLMs are entitled to receive a fee of 6% of all funds raised under the Placement, as well as the issue of 20,000,000 unlisted Options (exercisable at $0.015 and expiring three (3) years from the date of issue) (JLM Options). The JLM Options were issued under the Company’s Listing Rule 7.1 capacity on 31 January 2025. Refer to the Company’s announcement dated 24 January 2025 for further details regarding the Placement. ASX Listing Rules 7.1 and 7.1A Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period. Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The issue of the Placement Shares did not breach Listing Rule 7.1. the issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares. ASX Listing Rule 7.4 Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares. 9 Technical information required by Listing Rule 14.1A If Resolutions 1(a) and 1(b) are passed (either independently of one another, or together), the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A (as applicable), effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares. If Resolutions 1(a) and 1(b) are not passed (either independently of one another, or together), the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A (as applicable), effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares. Technical information required by ASX Listing Rule 7.4 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 1(a) and 1(b): (a) a total of 104,463,157 Placement Shares were issued to professional and sophisticated investors introduced by the Company and JLMs (Placement Participants) (or their respective nominees). The Placement Participants were identified through a bookbuild process, which involved the Company and JLMs seeking expressions of interest to participate in the Placement from non-related parties of the Company; (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Placement Participants are: (c) (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and (ii) issued more than 1% of the issued capital of the Company at the time of issue; a total of 104,463,157 Placement Shares were issued on the following basis: (i) 43,463,158 Placement Shares issued under the Company’s Listing Rule 7.1 capacity (the subject of Resolution 1(a)); and (ii) 61,000,000 Placement Shares issued under the Company’s Listing Rule 7.1A capacity (the subject of Resolution 1(b)); (d) the Placement Shares 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; (e) the Placement Shares were issued on 31 January 2025; (f) the issue price was $0.095 per Placement Share. The Company has not and will not receive any other consideration for the issue of the Placement Shares; (g) the purpose of the issue of the Placement Shares was to raise $10 million (before costs). Funds raised from the issue of the Placement Shares are to be used for the purposes as specified in Section 3.2 above; (h) the Placement Shares were not issued under an agreement; and (i) a voting exclusion statement is included in Resolutions 1(a) and 1(b) of this Notice. 10 Board Recommendation The Board believes that Resolutions 1(a) and 1(b) are in the best interest of the Company and its Shareholders and unanimously recommends that Shar