Correction of 2026 AGM Notice
Released
Released
Announcement PDF
ASX ANNOUNCEMENT
22 September 2026
FOS Capital Limited
ABN: 76 637 156 275
Unit 3B, 41 Rose Street
Richmond, VIC 3121
info@foscapital.com.au
Correction in 2026 AGM Notice
FOS Capital Limited (ASX: FOS) advises that it has become aware of an error in the name
of the Auditor in Resolution 3, Appointment of Auditor, on page 2 of its Notice of Annual
General Meeting released to the ASX on 22 September 2026.
Resolution 3 should read as follows:
“That, subject to receiving the consent from the Australian Securities and Investments
Commission to the current auditor resigning, Stannards Audit Pty Ltd (Stannards), having
consented in writing and been duly nominated in accordance with Section 328B(1) of the
Corporations Act 2001, be appointed as auditor of the Company.”
This announcement has been authorised for release to the ASX by the FOS Capital
Limited Board of Directors. All Dollar values quoted exclude GST.
Contact
Hemant Amin
Company Secretary
info@foscapital.com.au
Notice of
Annual General
Meeting
Page - 1
Chairman’s Letter
22 September 2026
Dear Shareholder
I am pleased to invite you to the FOS Capital Limited (FOS) 2026 Annual General Meeting (Meeting or AGM),
which will be held at the offices of Stannards, 60 Toorak Road, South Yarra, VIC 3141, at 11.00 am (AEDT) on
Wednesday, 28 October 2026.
Registration for the AGM will commence from 10.45 am (AEDT).
This notice contains details on the items of business to be considered at the Meeting, as well as explanatory
notes on the resolutions being put forward for you to consider and vote upon. It also includes information on
the voting procedures for this Meeting.
The business of the meeting includes a proposal to re-elect non-executive Director Mr Alexander Beard. At the
meeting you will also have the opportunity to vote on the adoption of the Remuneration Report, appointment
of auditor, ratification of issue of placement shares, approval to issue shares as part of placement of shares to
related parties (directors), and to approve additional placement capacity as well as to ask questions to the FOS
Capital board and the auditor.
If you are unable to attend the Meeting, you may either lodge a direct vote or appoint a proxy to vote on your
behalf at the Meeting, by completing and lodging the enclosed Proxy Form in accordance with the instructions
on the form.
Proxy Forms must be received by 11.00 am (AEDT) on 26 October 2026, being no later than 48 hours before
the commencement of the Meeting.
The FOS Capital 2026 Annual Report can be accessed online at www.foscapital.com.au
I and my fellow Directors look forward to meeting you on 28 October 2026.
Yours sincerely
Alexander Beard
Chairman
Page - 2
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Shareholders of FOS Capital Limited
(ACN 637 156 275) (“Company”) will be held at 11.00am (AEDT) on Wednesday, 28 October 2026.
Items of Business
1. Annual Financial Report and Director’s and Auditor’s Reports
To receive and consider the Annual Financial Report of the Company for the financial year ended 30 June 2026
together with a declaration of the directors, and accompanying reports of the directors and the auditors.
(i) Note: there is no requirement for Shareholders to approve these reports and financial statements.
2. Resolution 1 - Non-Binding Resolution to adopt Remuneration Report
To consider and, if thought to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of section 250R (2) of the Corporations Act and for all other purposes, approval is given
for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the
financial year ended 30 June 2026.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting note: A voting exclusion applies to this resolution.
3. Resolution 2 – Re- election of Mr Alexander Beard as adirector
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 14.5 and for all other purposes Mr Alexander Beard a director of the
Company who retires by rotation and being eligible, is re-elected as a director”
4. Resolution 3 – Appointment of Auditor
To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, subject to receiving the consent from the Australian Securities and Investments Commission to the
current auditor resigning, Stannards Audit Pty Ltd (Stannards), having consented in writing and been duly
nominated in accordance with Section 328B(1) of the Corporations Act 2001, be appointed as auditor of the
Company.”
5. Resolution 4 – Ratification of issue of Placement Shares to sophisticated investors
To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That pursuant to and in accordance with ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify
and approve the prior issue of 12,916,667 fully paid ordinary shares in the Company, at an issue price of $0.12
per share to be issued on 17 September 2026 by the Company to sophisticated investors pursuant to a
placement on the terms and conditions set out in the Explanatory Statement accompanying this Notice of
Meeting the Explanatory Statement.”
Voting note: A voting exclusion applies to this resolution.
Page - 3
Issue of Shares to Related Parties - Related Party Participation in Placement
6. Resolution 5 – Issue of Shares to Related party – Mr Alexander Beard, Director of the Company
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, section 195(4) of the Corporations Act and for all other purposes,
approval is given for the Company to issue 416,667 Shares at an issue price of $0.12 per share to Mr Alexander
Beard (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting note: A voting exclusion applies to this resolution.
7. Resolution 6 – Issue of Shares to Related party – Mr Constantin Scrinis, Director of the Company
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, section 195(4) of the Corporations Act and for all other purposes,
approval is given for the Company to issue 1,072,917 Shares at an issue price of $0.12 per share to Mr
Constantin Scrinis (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting note: A voting exclusion applies to this resolution.
8. Resolution 7 – Issue of Shares to Related party – Mr Michael Koutsakis, Director of the Company
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, section 195(4) of the Corporations Act and for all other purposes,
approval is given for the Company to issue 572,917 Shares at an issue price of $0.12 per share to Mr Michael
Koutsakis (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting note: A voting exclusion applies to this resolution.
9. Resolution 8 – Issue of Shares to Related party – Mr Michael Monsonego, Director of the Company
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, section 195(4) of the Corporations Act and for all other purposes,
approval is given for the Company to issue 520,833 Shares at an issue price of $0.12 per share to Mr Michael
Monsonego (or his nominee) on the terms and conditions set out in the Explanatory Statement."
Voting note: A voting exclusion applies to this resolution.
10. Resolution 9 – Approval for Additional Placement Capacity
To consider and, if thought fit, pass the following resolution, with or without amendment, as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue and
allotment of Equity Securities totalling up to 10% of the number of Ordinary Shares on issue (at the time of the
issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2; and otherwise on the terms
and conditions set out in the Explanatory Statement.”
Voting note: A voting exclusion applies to this resolution.
Page - 4
Right to vote
You will be eligible to attend and vote at the Meeting if you are registered as a holder of shares in the Company
at 7:00pm (AEDT) on 24 October 2026.
A member can vote on the resolutions by:
a. Attending the Meeting in person, by attorney or in the case of corporate Shareholders, by a corporate
representative.
b. Lodging the Proxy Form electronically or by post to appoint a proxy to attend and vote at the meeting on
your behalf.
Voting at the Meeting in person
Members can participate in the Annual General Meeting, ask questions during the Meeting and vote during the
meeting in person or by proxy.
Proxy Form
Enclosed with this Notice of Meeting is a personalised Proxy Form. The Proxy Form allows members who are
not attending the meeting to appoint a proxy to vote on their behalf. Your completed Proxy Form must be
received by no later than 11.00 am (AEDT) on 26 October 2026 for it to be effective.
For the appointment of a proxy to be valid, or a direct vote to be effective, the following documents must be
received either at the Company’s registered office or at the Company’s share registry, Boardroom Pty Limited,
at least 48 hours prior to the Meeting or any adjournment of the Meeting:
(a) the Proxy Form; and
(b) if the Proxy Form is signed by the appointor’s attorney, the authority under which the appointment was
signed or a certified copy of the authority.
The documents must be received by the Company at the address set out below by no later than 11.00 am
(AEDT) on 26 October 2026. Forms received after that time will not be valid for the scheduled Meeting.
Online: https://www.votingonline.com.au/fosagm2026
By facsimile: +61 2 9290 9655
By mail: Boardroom Pty Limited, GPO Box 3993, SYDNEY NSW 2001
By delivery: Boardroom Pty Limited, Level 8, 210 George Street, Sydney NSW 2000.
Further directions for the proper completion of Proxy Form are printed on the Proxy Form.
Appointing a proxy
A member entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote
for the member. The person appointed as a proxy may but does not need to be a member of the Company.
A proxy does not need to be a shareholder of the Company. A proxy may be an individual or company. If you
are a shareholder entitled to cast two or more votes you may appoint up to two proxies. If you appoint two
proxies, you should complete two separate Proxy Forms and specify the percentage or number of votes each
proxy is appointed to exercise.
If you complete and submit a Proxy Form and do not nominate a person to act as your proxy, the Chairman will
be appointed as your proxy. The Chairman intends to vote undirected proxies on, and in favour of, all the
proposed resolutions.
Page - 5
If you appoint a proxy, you may still participate in the meeting. However, your proxy’s right to speak and vote
will be suspended while you are participating
If you appoint the Chairman as your proxy and do not direct him how to vote, you are authorising the Chairman
to cast your undirected vote on all proposed resolutions.
Voting by Attorney
A shareholder entitled to attend and vote at the Annual General Meeting may appoint an attorney to vote at
the Annual General Meeting. An original or certified copy of the power of attorney must be received at an
address given above at least 48 hours before the commencement of the Annual General Meeting.
Corporate Representatives
To vote at the Annual General Meeting, a corporation which is a shareholder, or which has been appointed as
a proxy by a shareholder, may appoint a person to act as its representative. The appointment of a
representative must comply with section 250D of the Corporations Act. Evidence of the appointment must be
brought to the Annual General Meeting together with any authority under which it is signed. A pro forma
‘Certificate of Appointment of Corporate Representative’ may be obtained from the Company’s Share Registry,
Boardroom Pty Ltd.
Additional information
The Explanatory Notes set out on pages 7 to 14 provide information on each of the items of business.
The Voting Exclusions set out on pages 15 to 16 provide information on the voting exclusions that apply to
items 2, 4 to 9.
FOS Capital Ltd confirms that this document complies with the notice of meeting content requirements set
out in the Listing Rules. ASX has provided no objection to this document under Listing Rule 15.1.4 on the basis
of this confirmation.
By order of the Board:
Con Scrinis
Managing Director
Dated: 22 September 2026
Page - 6
FOS CAPITAL LIMITED
ACN 637 156 275
EXPLANATORY STATEMENT
1 Important Notice
The purpose of this Explanatory Statement is to provide Shareholders with an explanation of the business of
the meeting and the resolutions proposed to be considered at the Annual General Meeting to be held on
Wednesday 28 October 2026 at 11:00 am (AEDT) and to assist Members in determining how they wish to
vote on the resolutions.
2 Resolution 1 - Non-Binding Resolution to adopt Remuneration Report
The Remuneration Report of the Company for the financial year ended 30 June 2026 is included in the
Directors’ Report in the Annual Report. The Remuneration Report sets out the Company’s remuneration
arrangements for the Directors and senior management of the Company.
Section 249L(2) of the Corporations Act requires a company to inform Shareholders that a resolution on the
Remuneration Report will be put at the Annual General Meeting (AGM). Section 250R of the Corporations
Act requires a resolution that the Remuneration Report be adopted be put to the vote. Resolution 1 seeks
this approval.
In accordance with Section 250R(3) of the Corporation Act, Shareholders should note that Resolution 1 is
“advisory only” and does not bind the Company. However, the Directors recognise the outcome of this
Resolution as an indication of Shareholder sentiment in relation to the FY2026 Remuneration Report.
Shareholders have the ability to “spill” the Company’s board if there are “two strikes” against the adoption
of the Remuneration Report at two successive AGMs. Under Section 250SA of the Corporation Act, the
Chairman will provide a reasonable opportunity for discussion of the Remuneration Report at the AGM.
Under the Corporations Act 2001, if 25% or more of votes that are cast at the Meeting are voted against the
adoption of the Remuneration Report at two consecutive AGM’s, Shareholders will be required to vote at
the second of those AGMs on an additional resolution (a “Spill Resolution”) that a future meeting be held
within 90 days of the Spill Resolution. At that further meeting, all of the Company’s Directors (other than any
Managing Director) must go up for re-election.
There will be no requirement at this AGM for a Spill Resolution.
Noting that each Director has a personal interest in their own remuneration as set out in the Remuneration
Report, the Board recommends that Shareholders vote in favour of this Resolution.
The Chairman of the Meeting intends to vote all available proxies in favour on this Resolution.
3 Resolution 2 – Re- election of Mr Alesander Beard as adirector
Mr Alexander Beard retires by rotation at this meeting and offers himself for re-election to the Board.
Details in relation to Mr Alexander Beard are set out in the Directors’ Report section of the Annual Report.
Mr Beard is not an independent director.
The Board (Mr Alexander Beard abstaining) unanimously recommend that Shareholders vote in favour of
Resolution 2. The Chairman of the Meeting intends to vote all available proxies in favour on this Resolution.
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4 Resolution 3 – Appointment of Auditor
William Buck Audit (Vic) Pty Ltd (William Buck) was the Company's former auditor and resigned on 19 November 2025
after receiving consent from the Australian Securities and Investments Commission (ASIC). The Board was satisfied with
the services provided by William Buck and thanked them for their services rendered to the Company.
On 19 November 2025, the Company nominated Connect National Audit Pty Ltd (“Connect National Audit”) as the
Company's new auditor. In accordance with section 328B of the Corporations Act 2001, Connect National Audit has
provided its consent in writing to act as auditor of the Company.
On 1 July 2026, Connect National Audit completed a strategic alliance with Stannards Audit. The alliance led to a change
in Connect National Audit's company structure, and a new ASIC-authorised audit company was formed.
On 4 August 2026, ASIC consented to the resignation of Connect National Audit as the Company’s auditor, and, in
accordance with section 327(c) of the Corporations Act 2001, appointed Stannards Audit Pty Ltd (Stannards) to fill the
vacancy on 4 August 2026.
The change of auditor will take effect upon passing this resolution at this shareholders’ meeting.
The Company nominates Stannards as the new auditor of the Company. In accordance with section 328B of the
Corporations Act 2001, a copy of this notice of nomination of Stannards is attached to this Notice of Meeting.
Stannards has provided their consent in writing to act as auditor of the Company.
Stannards confirms that it does not currently provide any other services to the Company, and the Company confirms
that it is unaware of any matter or circumstances that would give rise to a conflict-of-interest situation, as defined in
section 324CD of the Corporations Act, in relation to the Company.
The Board has also noted that Stannards is registered as an auditor under section 1280 of the Corporations Act and is a
well-established firm with the necessary expertise and skill necessary to meet the Company’s requirements.
Accordingly, subject to the Company receiving shareholder approval at this shareholders’ meeting, Stannards has been
nominated and selected as the Company's new auditor.
The Directors unanimously recommend that shareholders vote in favour of this resolution to appoint
Stannards as the Company’s new auditor.
5 Resolution 4 – Ratification of issue of Placement Shares to sophisticated investors
On 9 September 2026 the Company announced a placement of 12,916,667 fully paid Ordinary Shares to
institutional and sophisticated investors, at an issue price of $0.12 per share (which represent a 20% discount
to the last closing price of $0.15 per share on Friday, 4 September 2026 and a 11% discount to the 10-day
volume weighted average price (“VWAP”) of $0.1347 up to and including 4 September 2026) to raise $1.55
million to fund the ongoing build-out and growth initiatives within Aldridge Traffic Systems (“ATS”), to
complete the Company's cost reduction and operational efficiency program, funds for working capital and
costs of the Placement.
On 17 September 2026, the Company issued 10,310,172 fully paid Ordinary Shares under the Company's 15%
placement capacity pursuant to Listing Rule 7.1 and 2,606,495 fully paid Ordinary Shares under the Company's
10% placement capacity pursuant to Listing Rule 7.1a.
Listing Rule 7.1 imposes a limit on the number of Ordinary Shares that the Company can issue without
Shareholder approval. Generally, a company may not, without shareholder approval, issue, during any 12
months period, more than 15% of the number of Ordinary Shares on issue 12 months before the issue date.
Subject to obtaining shareholder approval at the previous annual general meeting, Listing Rule 7.1A permits
eligible entities to issue a further 10% of the number of Ordinary Shares on issue 12 months before the issue
date.
If Resolutions 4 is passed, the issue will be excluded in calculating the Company’s combined25%limitinListing
Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without
Shareholder approval over the 12 months period following the date of the issue.
Page - 8
If Resolutions 4 is not passed, the issue will be included in calculating the Company’s combined 25% limit in
Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue
without Shareholder approval over the 12 months period following the date of the issue.
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.
By ratifying the issue of 12,916,667 Ordinary Shares, the Company will retain the flexibility to issue equity
securities in the future up to 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement
to obtain prior Shareholder approval.
In accordance with Listing Rule 7.5 the following information is provided to Shareholders in relation to
Resolution 4:
The number of securities issued: 12,916,667 Ordinary Shares
Date of issue: 17 September 2026
The issue price of Ordinary Share: $0.12 per Ordinary Share
The names of the allottees: Various sophisticated investors
The terms of the securities: Fully paid ordinary shares
The intended use of the funds raised: The funds raised under the Placement are to be used to fund
the ongoing build-out and growth initiatives within Aldridge
Traffic Systems (“ATS”), to complete the Company's cost
reduction and operational efficiency program, funds for
working capital and costs of the Placement.
The Directors unanimously recommend that Shareholders vote in favour of Resolutions 4.
Related Parties (Directors) Participation in Placement of Shares
6 Resolutions 5, 6, 7, and 8 – Issue of Shares to Related Parties
On 9 September 2026, the Company announced that it had received binding commitments to raise up to
approximately $1.55 million pursuant to a placement of Shares to sophisticated investors (Placement).
As announced on 9 September 2026, the Directors wish to participate in the Placement on the same terms as
unrelated participations and gave their commitment to subscribing for 2,583,333 New Shares, raising
approximately 310,000, subject to the Company obtaining Shareholder approval for the related party
participation (which is being sought pursuant to Resolutions 5, 6, 7, and 8).
Accordingly, Resolutions 5, 6, 7, and 8 seeks Shareholder approval for the issue of an aggregate of 2,583,333
Shares to directors of the Company as follows and their participation in the placement is on the terms set out
below.
Director's commitment to subscribe for shares in the placement announced on 9 September 2026
Name of Director Number of shares Amount
Mr Alexander Beard 416,667 50,000
Mr Constantin Scrinis 1,072,916 128,750
Mr Michael Koutsakis 572,917 68,750
Mr Michael Monsonego 520,833 62,500
2,583,333 310,000
Page - 9
Chapter 2E of the Corporations Act
For a public company, or an entity that the public company controls, to give a financial benefit to a related
party of the public company, the public company or entity must:
(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the
Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the
Corporations Act.
The Participation will result in the issue of Shares which constitutes giving a financial benefit and Mr Alexander
Beard, Mr Constantin Scrinis, Mr Michael Koutsakis, and Mr Michael Monsonego (or their nominees) are
related parties of the Company by virtue of being Directors.
The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not
required in respect of the Participation because the Shares will be issued to the Directors (or their nominees)
on the same terms as Shares issued to non-related party participants in the Capital Raising and as such the
giving of the financial benefit is on arm's length terms.
Section 195(4) of the Corporations Act
Section 195 of the Corporations Act provides that a Director of a public company may not vote or be present
during meetings of Directors when matters in which that Director holds a "material personal interest" are
being considered, except in certain limited circumstances. Section 195(4) relevantly provides that if there are
not enough Directors to form a quorum for a Directors meeting because of this restriction, one or more of the
Directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.
It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be the case) that each
of the Directors comprising the Board have a material personal interest in the outcome of Resolutions 5, 6, 7,
and 8 as Shares are proposed to be issued to each of the Directors under the Participation. If each Director
does have such an interest, then in accordance with section 195(4) a quorum could not be formed to consider
the matters contemplated by Resolutions 5, 6, 7, and 8 at Board level.
Accordingly, for the avoidance of any doubt, and for the purpose of transparency and best practice corporate
governance, the Company also seeks Shareholder approval for the purposes of section 195(4) of the
Corporations Act that the 'arm's length terms' exception in section 210 of the Corporations Act applies to
Resolutions 5, 6, 7, and 8.
Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company
must not issue or agree to issue equity securities to:
10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial
(30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial
(10%+) holder in the company and who has nominated a director to the board of the company
pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1
to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its
shareholders,
unless it obtains the approval of its shareholders.
Page - 10
The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule
10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
Resolutions 5, 6, 7, and8 seeks Shareholder approval for the Participation under and for the purposes of Listing
Rule 10.11.
Technical information required by Listing Rule 14.1A
If Resolutions 5, 6, 7, and 8 are passed, the Company will be able to proceed with the issue of the Shares under
the Participation within one month after the date of the Meeting (or such later date as permitted by any ASX
waiver or modification of the Listing Rules) and will raise additional funds which will be used for additional
working capital purposes. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares
in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the
Shares will not use up any of the Company's 15% annual placement capacity.
If Resolutions 5, 6, 7, and 8 are not passed, the Company will not be able to proceed with the issue of the
Shares under the Participation, and no further funds will be raised in respect of the Capital Raising.
Technical Information required by Listing Rule 10.13
Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to
Resolutions 5, 6, 7, and 8:
(a) the Shares will be issued to Mr Alexander Beard, Mr Constatin Scrinis, Mr Michael Koutsakis, and Mr
Michael Monsonego (or their nominees), who fall within the category set out in Listing Rule 10.11.1, as
Mr Alexander Beard, Mr Constantin Scrinis, Mr Michael Koutsakis, and Mr Michael Monsonego are
related parties of the Company by virtue of being Directors;
(b) the maximum number of Shares to be issued is 2,583,333 Shares comprising:
(i) 416,667 Shares to Mr Alexander Beard (or his nominee) being the subject of Resolution 5;
(ii) 1,072,916 Shares to Mr Constantin Scrinis (or his nominee) being the subject of Resolution 6;
(iii) 572,917 Shares to Mr Michael Koutsakis (or his nominee) being the subject of Resolution 7; and
(iv) 520,833 Shares to Mr Michael Monsonego (or his nominee) being the subject of Resolution 8.
(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 1 month after the date of the Meeting (or such later date to the
extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Shares
will be issued on the same date;
(e) the issue price will be $0.12 per Share, being the same issue price as Shares issued to other participants
in the Capital Raising. The Company will not receive any other consideration for the issue of the Shares;
(f) the purpose of the issue of Shares under the Participation is to raise capital, which the Company intends
to use for working capital purposes;
(g) the Sh
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