Notice of General Meeting
Released
Released
Announcement PDF
SPORTSHERO LIMITED
ACN 123 423 987
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 12:00pm (AEST)
DATE: Friday, 24 April 2026
PLACE: Hall Chadwick
Level 40, 2 Park Street
Sydney NSW 2000
The business of the Meeting affects your shareholding and your vote is important.
This Notice 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 (AEST) on 22 April 2026.
5111-03/3916873_7 1
B U S I N ES S OF TH E M EE T I N G
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1A
CAPACITY
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 7.4 and for all other purposes, Shareholders
ratify the issue of 53,333,335 Shares on the terms and conditions set out in the
Explanatory Statement.”
2. RESOLUTION 2 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – MR TOM
LAPPING
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, approval is
given for the Company to issue 4,000,000 Shares to Mr Tom Lapping (or his
nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – RATIFICATION OF ISSUE OF OPTIONS TO ACTIV8 CAPITAL ADVISORS PTY LTD
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 7.4 and for all other purposes, Shareholders
ratify the issue of 5,000,000 Options to Activ8 Capital Advisors Pty Ltd (or their
nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – RATIFICATION OF ISSUE OF OPTIONS TO WALLABI GROUP PTY LTD
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 7.4 and for all other purposes, Shareholders
ratify the issue of 10,000,000 Options to Wallabi Group Pty Ltd (or their nominee(s))
on the terms and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE INCENTIVE OPTIONS – MR TOM LAPPING
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue 8,000,000
Options to Mr Tom Lapping (or his nominee(s)) on the terms and conditions set out
in the Explanatory Statement.”
6. RESOLUTION 6 – APPROVAL TO ISSUE INCENTIVE OPTIONS – MR STRATOS KAROUSOS
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue 2,500,000
Options to Mr Stratos Karousos (or his nominee(s)) on the terms and conditions set
out in the Explanatory Statement.”
7. RESOLUTION 7 – APPROVAL TO ISSUE INCENTIVE OPTIONS – MS ADELE SIM
To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11
and for all other purposes, approval is given for the Company to issue 8,000,000
Options to Ms Adele Sim (or her nominee(s)) on the terms and conditions set out in
the Explanatory Statement.”
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8. RESOLUTION 8 – APPROVAL TO ISSUE INCENTIVE OPTIONS – MR ROSS PEARSON
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 7.1 and for all other purposes, approval is
given for the Company to issue 2,000,000 Options to Mr Ross Pearson (or his
nominee(s)) on the terms and conditions set out in the Explanatory Statement.”
9. RESOLUTION 9 – RATIFICATION OF AGREEMENT TO ISSUE SUCCESS FEE OPTIONS TO ACTIV8
CAPITAL ADVISORS PTY LTD
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 7.4 and for all other purposes, Shareholders
ratify the agreement to issue up to 9,000,000 Options to Activ8 Capital Advisors Pty
Ltd (or their nominee(s)) on the terms and conditions set out in the Explanatory
Statement.”
Dated: 25 March 2026
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Voting Prohibition Statements
Resolution 5 – Approval to
Issue Incentive Options – Mr
Tom Lapping
In accordance with section 224 of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a related party
of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 5 Excluded Party).
However, the above 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 the
Resolution 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 this Resolution 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 5 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 this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 6 – Approval to
Issue Incentive Options – Mr
Stratos Karousos
In accordance with section 224 of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a related party
of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 6 Excluded Party).
However, the above 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 the
Resolution and it is not cast on behalf of a Resolution 6 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 this Resolution 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 6 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 this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 7 – Approval to
Issue Incentive Options – Ms
Adele Sim
In accordance with section 224 of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a related party
of the Company to whom the Resolution would permit a financial benefit to be
given, or an associate of such a related party (Resolution 7 Excluded Party).
However, the above 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 the
Resolution and it is not cast on behalf of a Resolution 7 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 this Resolution 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 7 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 this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a 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 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 1 – Ratification of
Placement Shares Issued
Under Listing Rule 7.1A
Capacity
The Unrelated Placement Participants or any other person who participated in
the issue or an associate of that person or those persons.
Resolution 2 – Approval for
Director Participation in
Placement – Mr Tom Lapping
Mr Tom Lapping (or his nominee(s)) 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 an
associate of that person or those persons.
Resolution 3 – Ratification of
Issue of Options to Activ8
Capital Advisors Pty Ltd
Activ8 (or their nominee(s)) or any other person who participated in the issue or
an associate of that person or those persons.
Resolution 4 – Ratification of
Issue of Options to Wallabi
Group Pty Ltd
Wallabi (or their nominee(s)) or any other person who participated in the issue
or an associate of that person or those persons.
Resolution 5 – Approval to
Issue Incentive Options – Mr
Tom Lapping
Mr Tom Lapping (or his nominee(s)) 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 an
associate of that person or those persons.
Resolution 6 – Approval to
Issue Incentive Options – Mr
Stratos Karousos
Mr Stratos Karousos (or his nominee(s)) 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 an
associate of that person or those persons.
Resolution 7 – Approval to
Issue Incentive Options – Ms
Adele Sim
Ms Adele Sim (or her nominee(s)) 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 an
associate of that person or those persons.
Resolution 8 – Approval to
Issue Incentive Options – Mr
Ross Pearson
Mr Ross Pearson 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 an
associate of that person (or those persons).
Resolution 9 – Ratification Of
Agreement to Issue Success
Fee Options to Activ8 Capital
Advisors Pty Ltd
Activ8 or any other person who participated in the issue or an associate of that
person or those persons.
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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:
• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is 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. If the
Shareholder appoints two 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:
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who
must vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
You may still attend the Meeting and vote in person even if you have appointed a proxy. If you
have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment
unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case,
the proxy’s appointment is deemed to be revoked with respect to voting on that Resolution.
Please bring your personalised Proxy Form with you as it will help you to register your attendance
at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but
representatives from the Company will need to verify your identity.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the
Company Secretary on +61 419 255 305.
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E X PL A N A T O R Y S T A T EM E N T
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 RESOLUTIONS 1 TO 4 – PLACEMENT
1.1 Background
On 16 February 2026, the Company announced that it was undertaking a placement of
Shares priced at $0.075 to raise approximately $4.3 million (Placement). The Placement is
comprised of the following:
(a) 53,333,335 Shares issued to unrelated institutional, professional and
sophisticated investors (Unrelated Placement Participants) on 23 February 2026
under the Company’s Listing Rule 7.1A placement capacity to raise
approximately $4,000,000.13 (for which ratification is sought pursuant to
Resolution 1); and
(b) 4,000,000 Shares to be issued, subject to Shareholder approval, to Mr Tom
Lapping (or his nominee(s)) to raise approximately $300,000.00 (for which
approval is sought pursuant to Resolution 2).
1.2 Joint Lead Managers
Activ8 Capital Advisors Pty Ltd (Activ8) and Wallabi Group Pty Ltd (Wallabi) acted as joint
lead managers (Joint Lead Managers) to the Placement pursuant to a joint lead
manager mandate (Joint Lead Manager Mandate). Under the Joint Lead Manager
Mandate the Joint Lead Managers are entitled to receive the following:
(a) a 6% cash fee on the gross amount raised under the Placement (to be split
evenly between the Joint Lead Managers); and
(b) an aggregate of 15,000,000 Options, each exercisable at $0.10 on or before the
date that is 3 years from the date of issue (for which ratification is sought
pursuant to Resolutions 3 and 4).
The Company confirms that the Joint Lead Manager Mandate is otherwise on standard
terms and conditions for an agreement of this nature.
1.3 Use of Funds
Funds raised under the Placement will be applied towards the following purposes:
(a) to expand gaming publisher/distributor commercial agreements to enhance
the Company’s product offering across existing segments;
(b) to drive sales efforts to secure additional telecommunications partnerships in
both existing and new countries within the Southeast Asian region;
(c) to increase direct business to consumer marketing spend for our non-
telecommunications funded advertising channels;
(d) for repayment of the Company’s existing drawn down debt facility; and
(e) for the costs of the raise and general working capital.
2. RESOLUTION 1 – RATIFICATION OF PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1A
CAPACITY
2.1 General
A summary of the Placement is provided in Section 1.1.
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the
issue of 53,333,335 Shares at an issue price of $0.075 per Share to raise $4,000,000.13. The
Shares were issued on 23 February 2026 pursuant to the Company’s capacity under
Listing Rule 7.1A.
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2.2 Listing Rules 7.1 and 7.1A
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the
amount of equity securities that a listed company can issue without the approval of its
shareholders over any 12 month period to 15% of the fully paid ordinary 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 Company obtained this approval at its annual general
meeting held on 27 November 2025.
The issue 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 for the 12 month period
following the date of the issue.
2.3 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.
2.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s
combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of
equity securities the Company can issue without Shareholder approval over the 12
month period following the date of the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s
10% limit in Listing Rule 7.1A, effectively decreasing the number of equity securities that
the Company can issue without Shareholder approval over the 12 month period
following the date of the issue.
2.5 Technical information required by Listing Rules 7.4 and 7.5
REQUIRED INFORMATION DETAILS
Names of persons to
whom Securities were
issued or the basis on
which those persons
were identified/selected
The Shares were issued to the Unrelated Placement
Participants who are professional and sophisticated
investors who were identified through a bookbuild process,
which involved the Joint Lead Managers seeking
expressions of interest to participate in the capital raising
from non-related parties of the Company.
The Company confirms that no Material Persons were
issued more than 1% of the issued capital of the Company.
Number and class of
Securities issued
53,333,335 Shares were issued.
Terms of Securities The Shares were fully paid ordinary shares in the capital of
the Company issued on the same terms and conditions as
the Company’s existing Shares.
Date(s) on or by which
the Securities were
issued
23 February 2026.
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REQUIRED INFORMATION DETAILS
Price or other
consideration the
Company received for
the Securities
$0.075 per Share.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.3 for details of the proposed use of
funds.
Summary of material
terms of agreement to
issue
The Shares were not issued pursuant to an agreement.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1.
3. RESOLUTION 2 – APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT – MR TOM
LAPPING
3.1 General
A summary of the Placement is set out in Section 1.1.
This Resolution seeks Shareholder approval for purposes of Listing Rule 10.11 for the issue
of 4,000,000 Shares to Mr Tom Lapping (or his nominee(s)), to enable their participation in
the Placement on the same terms as the Unrelated Placement Participants.
3.2 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that 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 issue constitutes giving a financial benefit and Mr Lapping is a related party of the
Company by virtue of being a Director.
The Directors (other than Mr Lapping who has a material personal interest in the
Resolution) consider that Shareholder approval pursuant to Chapter 2E of the
Corporations Act is not required in respect of the issue because the Securities will be
issued to Mr Lapping (or his nominee(s)) on the same terms as Securities 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.
3.3 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
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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.
The issue 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.
3.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the Company will be able to proceed with the issue 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 in
the manner set out in Section 1.3. As approval pursuant to Listing Rule 7.1 is not required
for the issue (because approval is being obtained under Listing Rule 10.11), the issue will
not use up any of the Company’s 15% annual placement capacity.
If this Resolution is not passed, the Company will not be able to proceed with the issue
and will accordingly not raise a further $300,000.00 under the Placement.
3.5 Technical Information required by Listing Rule 10.13
REQUIRED INFORMATION DETAILS
Name of the person to
whom Securities will be
issued
The Shares will be issued to Mr Tom Lapping.
Categorisation under
Listing Rule 10.11
Mr Lapping falls within the category set out in Listing
Rule 10.11.1 as he is a related party of the Company by
virtue of being a Director.
Any nominee(s) of Mr Lapping who receive Securities may
constitute ‘associates’ for the purposes of Listing
Rule 10.11.4.
Number of Securities and
class to be issued
4,000,000 Shares will be issued.
Terms of Securities The Shares 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.
Date(s) on or by which
the Securities will be
issued
The Company expects to issue the Shares within 5 Business
Days of the Meeting. In any event, the Company will not
issue any Securities later than one 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).
Price or other
consideration the
Company will receive for
the Securities
$0.075 per Share, being the same price as the Unrelated
Placement Participants paid under the Placement.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
Refer to Section 1.3 for details of the proposed use of
funds.
Summary of material
terms of agreement to
issue
The Shares are not being issued pursuant to an agreement.
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REQUIRED INFORMATION DETAILS
Voting exclusion
statement
A voting exclusion statement applies to this Resolution.
4. RESOLUTION 3 – RATIFICATION OF ISSUE OF OPTIONS TO ACTIV8 CAPITAL ADVISORS
4.1 General
A summary of the Placement and Joint Lead Managers are set out in Sections 1.1 and 1.2
respectively.
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the
issue of 5,000,000 Options to Activ8 (or their nominee(s)) on 24 February 2026 in
consideration for services provided as Joint Lead Manager to the Placement. The
Options are exercisable at $0.10 on or before the date that is three years from the date
of issue and are otherwise on the terms and conditions set out in Schedule 1.
4.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The issue 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 15% limit in
Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities
without Shareholder approval under Listing Rule 7.1 for the 12 month period following the
date of the issue.
4.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 2.3 above.
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.
4.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15%
limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company
can issue without Shareholder approval over the 12 month period following the date of
the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s
15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the
Company can issue without Shareholder approval over the 12 month period following
the date of the issue.
4.5 Technical information required by Listing Rules 7.4 and 7.5
REQUIRED INFORMATION DETAILS
Names of persons to
whom Securities were
issued or the basis on
which those persons
were identified/selected
The Options were issued to Activ8 (or their nominee(s)).
The Company confirms that no Material Persons were
issued more than 1% of the issued capital of the Company.
Number and class of
Securities issued
5,000,000 Options were issued.
Terms of Securities The Options were issued on the terms and conditions set
out in Schedule 1.
Date(s) on or by which
the Securities were
issued.
The Options were issued on 24 February 2026.
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REQUIRED INFORMATION DETAILS
Price or other
consideration the
Company received for
the Securities
The Options were issued at a nil issue price, in consideration
for services provided by Activ8 as a Joint Lead Manager to
the Placement.
Purpose of the issue,
including the intended
use of any funds raised
by the issue
The purpose of the issue was to satisfy the Company’s
obligations under the Joint Lead Manager Mandate.
Summary of material
terms of agreement to
issue
The Options were issued under the Joint Lead Manager
Mandate, a summary of the material terms of which is set
out in Section 1.2.
Voting Exclusion
Statement
A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1.
5. RESOLUTION 4 – RATIFICATION OF ISSUE OF OPTIONS TO WALLABI GROUP PTY LTD
5.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the
issue of 10,000,000 Options to Wallabi on 24 February 2026 in consideration for services
provided as Joint Lead Manager to the Placement. The Options are exercisable at $0.10
on or before the date that is three years from the date of i
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