Ann: Notice of Extraordinary General Meeting/Proxy Form, page-32

Just a note of clarification for Shareholders voting in the upcoming EGM....

The way I read the detail in the announcement, the vote covers not only the issuance of March Placement Shares - relating to the $14.95M CR in March (Resolution 1) and the issuance of shares relating to a $2.5M drawdown of the Acuity Capital ATM facility (Resolution 6), but also covers the issuance of various RSU's and PSU's (in lieu of cash) for Directors on delayed timeframes as part of the cash conservation strategy currently being undertaken by the Company (Resolutions 2-5). This cash conservation strategy is in the interest of all Shareholders to allow for the extension of cash runway whilst the Strategic Partner discussions take place. The key clarification noted in the attached email from the Company confirms that the vote is concerning HOW the payable incentives are to be paid and not the incentives themselves. The incentives themselves were approved previously as part of the 2023 calendar year performance incentives and Employee Award Plans. The proposed structure of the RSU's to be issued to David also allows him to deliver on his promise to defer a significant part of his salary to contribute towards cash conservation in the short term. This is all clarified in the attached email from the Company.

Again, for the sake of clarity, in Resolutions 2-5 we are being asked to vote on the issue of RSU's and PSU's in lieu of cash to support the current cash conservation strategy and the extension of the cash runway to allow the Strategic Partner process to be completed as well as allowing more time for the improvement of market conditions. It is in the interests of Shareholders to vote YES to these Resolutions to support the cash conservation strategy. As noted in both the Explanatory Memorandum and the email below, if Shareholders do not approve Resolutions 2-5, the Board may consider other alternative commercial means to remunerate the Directors, including by payment in cash.....which does not align with the current cash conservation strategy and reduces the cash runway.

All Shareholders intending to vote at the EGM should read and understand the Explanatory Memorandum as part of the EGM announcement (and the email below) prior to casting your vote.


For the Non-Holders - this has no consequence whatsoever to you.