Announcement PDF Emyria Limited ACN 625 085 734 Notice of General Meeting A General Meeting of the Company will be held as follows: Time and date: 10.00am (AWST) on Tuesday, 31 October 2023 Location: At the offices of Stantons International, Level 2, 40 Kings Park Road, West Perth, WA, Australia The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional advisor prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company on +61 (8) 6559 2800 Shareholders are urged to vote by lodging the Proxy Form Emyria Limited ACN 625 085 734 (Company) Notice of General Meeting Notice is hereby given that a general meeting of Shareholders of Emyria Limited (Company) will be held at the offices of Stantons International, Level 2, 40 Kings Park Road, West Perth, WA, Australia, on Tuesday, 31 October 2023 at 10.00am (AWST) (Meeting). 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 10.00am (AWST) on Sunday, 29 October 2023. The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice. Terms and abbreviations used in the Notice are defined in the Schedule. Agenda 1 Resolutions Resolution 1 – Ratification of issue of Placement Shares To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following: 'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,000,000 Placement Shares as follows: (a) 7,498,402 Placement Shares issued under Listing Rule 7.1; and (b) 12,501,598 Placement Shares issued under Listing Rule 7.1A, on the terms and conditions in the Explanatory Memorandum.’ Resolution 2 – Approval of issue of Placement Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Placement Options, on the terms and conditions in the Explanatory Memorandum.’ Page 2 Resolution 3 – Approval of issue of Lead Manager Placement Securities To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Lead Manager Placement Securities, on the terms and conditions in the Explanatory Memorandum.’ Resolution 4 – Approval of issue of Lead Manager Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 6,000,000 Lead Manager Options, on the terms and conditions in the Explanatory Memorandum.’ Resolution 5 – Ratification of issue of StocksDigital Shares To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,000,000 StocksDigital Shares, on the terms and conditions in the Explanatory Memorandum.' Resolution 6 – Approval of issue of StocksDigital Options To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 2,500,000 StocksDigital Options, on the terms and conditions in the Explanatory Memorandum.' Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: Resolution 1(a) and (b): by or on behalf of a person who participated in the issue of the Placement Shares, or any of their respective associates, or their nominees. Resolution 2: by or on behalf of any person who is expected to participate in the issue of the Placement Options, or who will obtain a material benefit as a result of, the proposed issue of the Placement Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. Resolution 3: by or on behalf of the Lead Manager, Sufian Ahmad and any other person who is expected to participate in the issue of the Lead Manager Placement Securities, or who will obtain a material benefit as a result of, the proposed issue of the Lead Manager Placement Page 3 Securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates. Resolution 4: by or on behalf of the Lead Manager, Sufian Ahmad and any other person who is expected to participate in the issue of the Lead Manager Options, or who will obtain a material benefit as a result of, the proposed issue of the Lead Manager Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. Resolution 5: by or on behalf of StocksDigital and any other person who participated in the issue of the StocksDigital Shares, or any of their respective associates, or their nominees. Resolution 6: by or on behalf of StocksDigital and any other person who is expected to participate in the issue of the StocksDigital Options, or who will obtain a material benefit as a result of, the proposed issue of the StocksDigital Options (except a benefit solely by reason of being a Shareholder), or any of their respective associates. The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by: (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; (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. BY ORDER OF THE BOARD Susan Park Company Secretary Emyria Limited Dated: 28 September 2023 Page 4 Emyria Limited ACN 625 085 734 (Company) Explanatory Memorandum 1. Introduction The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of Stantons International, Level 2, 40 Kings Park Road, West Perth, WA, Australia, on Tuesday, 31 October 2023 at 10.00am (AWST) (Meeting). The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2 Voting and attendance information Section 3 Resolution 1 – Ratification of issue of Placement Shares Section 4 Resolution 2 – Approval of issue of Placement Options Section 5 Resolution 3 – Approval of issue of Lead Manager Placement Securities Section 6 Resolution 4 – Approval of issue of Lead Manager Options Section 7 Resolution 5 – Ratification of issue of StocksDigital Shares Section 8 Resolution 6 – Approval of issue of StocksDigital Options Schedule 1 Definitions Schedule 2 Terms and conditions of Options A Proxy Form is located at the end of the Explanatory Memorandum. 2. Voting and attendance information Shareholders should read this Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions. Voting on all proposed Resolutions at the Meeting will be conducted by poll. On a poll, each Shareholder has one vote for every fully paid ordinary Share held in the Company. 2.1 Voting in person To vote in person, attend the Meeting on the date and at the place set out above. Page 5 2.2 Voting by a corporation A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed. 2.3 Voting by proxy A Proxy Form has been made available with 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 encouraged to vote by completing and submitting the Proxy Form to the Company in accordance with the instructions thereon. Submission of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (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. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. 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); (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; (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). 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; (b) the appointed proxy is not the chair of the meeting; Page 6 (c) at the meeting, a poll is duly demanded on the resolution; and (d) either the proxy is not recorded as attending the meeting or 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. Your proxy voting instruction must be received by 10.00am (AWST) on Sunday, 29 October 2023, being not later than 48 hours before the commencement of the Meeting. 2.4 Chair's voting intentions The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. 2.5 Submitting questions Shareholders will have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair. The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold). 3. Resolution 1 – Ratification of issue of Placement Shares 3.1 General On 4 September 2023, the Company announced, amongst other things, a placement of approximately $2,000,000 (before costs) (Placement). The Placement is comprised of the following tranches: (a) the issue of 20,000,000 Shares to unrelated parties at an issue price of $0.075 per Share (Placement Shares), comprising: (i) 7,498,402 Placement Shares issued under Listing Rule 7.1; and (ii) 12,501,598 Placement Shares issued under Listing Rule 7.1A; (b) the issue of up to 10,000,000 unquoted free-attaching Options to Placement participants (Placement Options), on the basis of one (1) Placement Option for every two (2) Placement Shares subscribed for and issued under the Placement; and (c) the issue of up to 6,666,667 Lead Manager Placement Shares and 3,333,333 Lead Manager Placement Options to the Lead Manager (or its nominees) (together, the Lead Manager Placement Securities). On 13 September 2023, the Company issued the Placement Shares using the Company’s available placement capacity under Listing Rules 7.1 and 7.1A, in the manner set out above. Page 7 Resolution 1(a) and (b) seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Placement Shares. 3.2 Listing Rules 7.1, 7.1A and 7.4 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 shares it had on issue at the start of that period. Under Listing Rule 7.1A, 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 2022 annual general meeting held on 25 October 2022. The issue of the Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1 and the additional 10% placement capacity under Listing Rule 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the issue of the Placement Shares. Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A. The effect of Shareholders passing Resolution 1(a) and (b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, and the additional 10% placement capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval. If Resolution 1(a) is passed, 7,498,402 Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date. If Resolution 1(b) is passed, 12,501,598 Placement Shares will be excluded in calculating the Company's 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date. If Resolution 1(a) is not passed, 7,498,402 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 7,498,402 Equity Securities for the 12 month period following the issue of those Placement Shares. If Resolution 1(b) is not passed, 12,501,598 Placement Shares will continue to be included in the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 12,501,598 Equity Securities for the 12 month period following the Page 8 issue of those Placement Shares (and assuming the Company's approval under Listing Rule 7.1A remains in force for this period). The Company confirms that Listing Rule 7.1 was not breached at the time the Placement Shares were issued. 3.3 Specific information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares: 3.4 (a) The Placement Shares were issued to a range of professional and sophisticated investors, none of whom are a related party or a Material Investor of the Company. The participants in the Placement were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the Placement from new and existing contacts of the Company and clients of the Lead Manager. (b) A total of 20,000,000 Placement Shares were issued, as follows: (i) 7,498,402 Placement Shares were issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1; and (ii) 12,501,598 Placement Shares were issued within the Company’s additional 10% placement capacity permitted under Listing Rule 7.1A. (c) The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue. (d) The Placement Shares were issued on 13 September 2023. (e) The Placement Shares were issued at $0.075 each. (f) The proceeds from the issue of the Placement Shares are intended to be used to fasttrack Emyria's mental healthcare programs, including MDMA-assisted therapy for PTSD, novel drug development, payer engagement, data collection as well as general working capital purposes. (g) There are no other material terms to the agreement for the subscription of the Placement Shares. (h) A voting exclusion statement is included in the Notice. Additional information Resolution 1(a) and (b) is an ordinary Resolution. The Board recommends that Shareholders vote in favour of Resolution 1(a) and (b). Page 9 4. Resolution 2 – Approval of issue of Placement Options 4.1 General The background to the proposed issue of the Placement Options is in Section 3.1 above. The Placement Options will be issued on the terms and conditions set out in Schedule 2. Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Placement Options. 4.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is in Section 3.2 above. The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval. If Resolution 2 is passed, the Company will be able to proceed with the issue of the Placement Options. If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Placement Options and will be required to reach a commercial agreement with the Placement participants. 4.3 Specific information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Placement Options: (a) The Placement Options will be issued to the persons who were issued Placement Shares as described in Section 3.1. (b) A maximum of 10,000,000 Placement Options will be issued. (c) The Placement Options will be exercisable at $0.12 each and will expire 3 years from the date of issue and are otherwise subject to the terms and conditions in Schedule 2. (d) The Placement Options will be issued no later than 3 months after the date of the Meeting. (e) The Placement Options are proposed to be issued for nil cash consideration as they are free-attaching to the Placement Shares. Accordingly, no funds will be raised from the issue of the Placement Options. (f) A summary of the intended use of funds raised from the Placement is in Section 3.3(f) above. No additional funds will be raised by the issue of the Placement Options. (g) There are no other material terms to the agreement for the issue of the Placement Options. Page 10 4.4 (h) The Placement Options are not being issued under, or to fund, a reverse takeover. (i) A voting exclusion statement is included in the Notice. Additional information Resolution 2 is an ordinary Resolution. The Board recommends that Shareholders vote in favour of Resolution 2. 5. Resolution 3 – Approval of issue of Lead Manager Placement Securities 5.1 General The background to the proposed issue of the Lead Manager Placement Securities is in Section 3.1 above. The Lead Manager has committed a total of $500,000 under the Placement. The Company is proposing, subject to the receipt of Shareholder approval, to issue up to 10,000,000 Lead Manager Placement Securities to the Lead Manager (or its nominees), as follows: (a) 6,666,667 Lead Manager Placement Shares; and (b) 3,333,333 Lead Manager Placement Options, on the basis of one (1) Lead Manager Placement Option for every two (2) Lead Manager Placement Shares subscribed for and issued under the Placement. Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Lead Manager Placement Securities. 5.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is in Section 3.2 above. The effect of Shareholders passing Resolution 3 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval. If Resolution 3 is passed, the Company will be able to proceed with the issue of the Lead Manager Placement Securities. If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Placement Securities and will not receive the additional $500,000 committed by the Lead Manager under the Placement. 5.3 Specific information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Lead Manager Placement Securities: (a) The Lead Manager Placement Securities will be issued to the Lead Manager (or its nominees). The Lead Manager is not a related party of the Company. The Lead Page 11 Manager is considered to be a Material Investor because Sufian Ahmad, an individual associated with the Lead Manager, is a substantial Shareholder of the Company. To the extent known by the Company as at the date of this Notice, Mr Ahmad has a relevant interest in 16,593,437 Shares representing approximately 5.38% of the voting Shares in the Company. (b) 5.4 A maximum of 10,000,000 Lead Manager Placement Securities will be issued, as follows: (i) 6,666,667 Lead Manager Placement Shares; and (ii) 3,333,333 Lead Manager Placement Options. (c) The Lead Manager Placement Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue. The Lead Manager Placement Options will be exercisable at $0.12 each and will expire 3 years from the date of issue and are otherwise subject to the terms and conditions in Schedule 2. (d) The Lead Manager Placement Securities will be issued no later than 3 months after the date of the Meeting. (e) The Lead Manager Placement Shares will be issued at $0.075 each. The Lead Manager Placement Options are proposed to be issued for nil cash consideration as they are free-attaching to the Lead Manager Placement Shares. Accordingly, no funds will be raised from the issue of the Lead Manager Placement Options. (f) A summary of the intended use of funds raised from the Placement is in Section 3.3(f) above. No additional funds will be raised by the issue of the Lead Manager Placement Options. (g) There are no other material terms to the agreement for the issue of the Lead Manager Placement Securities. (h) The Lead Manager Placement Securities are not being issued under, or to fund, a reverse takeover. (i) A voting exclusion statement is included in the Notice. Additional information Resolution 3 is an ordinary Resolution. The Board recommends that Shareholders vote in favour of Resolution 3. Page 12 6. Resolution 4 – Approval of issue of Lead Manager Options 6.1 General Refer to Section 3.1 for the background to the Placement. Sixty Two Capital Pty Ltd acted as lead manager and bookrunner to the Placement (Lead Manager). As part consideration for the provision of lead manager and bookrunner services, the Company agreed to issue the Lead Manager (or its nominees) 6,000,000 unquoted Options exercisable at $0.12 each and expiring 3 years from the date of issue (Lead Manager Options). Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Lead Manager Options. 6.2 Summary of Lead Manager Mandate The Company entered into a mandate with the Lead Manager for the provision of lead manager and bookrunner services, including (amongst other things) the coordination and management of the Placement (Lead Manager Mandate). Under the Lead Manager Mandate, the Company has agreed to pay the Lead Manager in respect of the Placement: (a) a capital raising fee of 6% (excluding GST) on all funds raised under the Placement; and (b) the Lead Manager Options, the subject of this Resolution. The Lead Manager Mandate may be terminated: (a) by either party on 30 days written notice; or (b) with immediate effect by either party if a party to the Lead Manager Mandate fails to perform any material obligation and does not remedy the failure within 14 days of being required to do so by written demand. The Lead Manager Mandate contains additional provisions, including warranties and indemnities in respect of the Company, which are considered standard for agreements of this nature. 6.3 Listing Rule 7.1 A summary of Listing Rule 7.1 is in Section 3.2 above. The effect of Shareholders passing Resolution 4 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval. If Resolution 4 is passed, the Company will be able to proceed with the issue of the Lead Manager Options. Page 13 If Resolution 4 is not passed, the Company will not be able to proceed with the issue of Lead Manager Options and will be required to reach a commercial agreement with the Lead Manager. 6.4 Specific information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Lead Manager Options: 6.5 (a) The Lead Manager Options will be issued to the Lead Manager (or its nominees), who is not a related party. The Lead Manager is considered to be a Material Investor because Sufian Ahmad, an individual associated with the Lead Manager, is a substantial Shareholder of the Company. To the extent known by the Company as at the date of this Notice, Mr Ahmad has a relevant interest in 16,593,437 Shares representing approximately 5.38% of the voting Shares in the Company. (b) A maximum of 6,000,000 Lead Manager Options will be issued. (c) The Lead Manager Options will be exercisable at $0.12 each and will expire 3 years from the date of issue and are otherwise subject to the terms and conditions in Schedule 2. (d) The Lead Manager Options will be issued no later than 3 months after the date of the Meeting. (e) The Lead Manager Options are proposed to be issued for nil cash consideration as part consideration for the provision of lead manager and bookrunner services provided to the Company in connection with the Placement. Accordingly, no funds will be raised from the issue of the Lead Manager Options. (f) A summary of the material terms of the Lead Manager Mandate is in Section 6.2 above. (g) The Lead Manager Options are not being issued under, or to fund, a reverse takeover. (h) A voting exclusion statement is included in the Notice. Additional information Resolution 4 is an ordinary Resolution. The Board recommends that Shareholders vote in favour of Resolution 4. 7. Resolution 5 – Ratification of issue of StocksDigital Shares 7.1 General On 13 September 2023, the Company issued 5,000,000 Shares to StocksDigital (or its nominees), as part consideration for the provision of investor relation services to be provided to the Company (StocksDigital Shares). The investor relation services will be provided to the Company over a 30 month initial engagement period (being from September 2023 to March 2026). Page 14 The Company issued the StocksDigital Shares without Shareholder approval using the Company's 15% placement capacity under Listing Rule 7.1 prior to the Meeting. Resolution 5 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the StocksDigital Shares. 7.2 Summary of StocksDigital Mandate The Company entered into an agreement with StocksDigital pursuant to which StocksDigital will pr