Notice of General Meeting
Released
Released
Announcement PDF
1 Suite 7 / 567 Newcastle Street, West Perth, Western Australia 6005
P: +61 8 9220 9020 F: +61 8 9220 9029 E: hello@clearvuepv.com W: www.clearvuepv.com
Dear Shareholder,
General Meeting – Letter to Shareholders
ClearVue Technologies Limited (ASX: CPV OTC:CVUEF) (“ClearVue" or the “Company”) advises that a General
Meeting will be held at 10:00AM (AWST) on Monday, 12 October 2026 at ClearVue Perth Showroom, 567 Newcastle
Street, West Perth WA 6005.
In accordance with Part 1.2AA of the Corporations Act 2001, the Company will only be dispatching physical copies
of the Notice of Meeting (“Notice”) to Shareholders who have elected to receive the Notice in physical form. The
Notice is being made available to Shareholders electronically and can be viewed and downloaded online from the
Company’s website at: https://investors.clearvuepv.com/
Your vote is important
The business of the General Meeting affects your shareholding and your vote is important. To vote in person, attend
the General Meeting on the date and at the place set out above. To vote by proxy please use one of the following
methods:
Online Lodge the Proxy Form online at https://portal.automic.com.au/investor/home by following
the instructions: Log into the Automic website using the holding details as shown on the
Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility,
Shareholders will need their holder number (Securityholder Reference Number (SRN) or
Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
By
post
Completing the enclosed Proxy Form and posting it to:
Automic, GPO Box 5193, Sydney NSW 2001
By
hand
Completing the enclosed Proxy Form and delivering it by hand to:
Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By
email
Completing the enclosed Proxy Form and emailing it to:
meetings@automicgroup.com.au
Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy
Forms received later than this time will be invalid.
The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should
follow, you should consult your financial advisor, lawyer, accountant, or other professional adviser.
The Chair intends to vote all open proxies in favour of all resolutions, where permitted.
Yours Faithfully,
Harry Miller
Company Secretary
CLEARVUE TECHNOLOGIES LIMITED
ACN 071 397 487
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 10.00am (WST)
DATE: 12 October 2026
PLACE: ClearVue Perth Showroom
567 Newcastle Street, West Perth WA 6005
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
10.00am (WST) on 10 October 2026.
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B U S I N E S S O F T H E M E E T I N G
AGENDA
1. RESOLUTION 1 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE 7.1
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 11,470,874 Shares on the terms and conditions set out in the
Explanatory Statement.”
2. RESOLUTION 2 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE 7.1A
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 30,583,474 Shares on the terms and conditions set out in the
Explanatory Statement.”
3. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS
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 42,054,348 Placement Options to the Placement
Participants on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SHARES AND PLACEMENT
OPTIONS TO DIRECTOR - THERESA SMITS
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 750,000 Shares and 750,000 Placement Options to
Theresa Smits (or her nominee(s)) on the terms and conditions set out in the
Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE SPP OPTIONS
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 up to 14,329,517 SPP Options to the SPP Participants on the
terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 6 – APPROVAL TO ISSUE SPP OPTIONS TO RELATED PARTY
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 up to 340,909 SPP Options to Cassandra Anne Hoskins
(or her nominee) on the terms and conditions set out in the Explanatory Statement.”
7. RESOLUTION 7 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS
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 26,083,470 Lead Manager Options to the Joint Lead
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Managers (and/or their nominee(s)) on the terms and conditions set out in the
Explanatory Statement.”
8. RESOLUTION 8 – APPROVAL OF ISSUE OF SHARES AND TO PROVIDE LOAN TO DIRECTOR -
DOUG HUNT
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and
for all other purposes, Shareholders approve the issue of 569,565 Shares to Doug Hunt
(or his nominee(s)) under the Plan, and the provision of a Loan to Doug Hunt (or his
nominee(s)) to assist with the acquisition of the Shares under the Plan, on the terms
and conditions set out in the Explanatory Statement.”
9. RESOLUTION 9 – APPROVAL OF ISSUE OF SHARES AND TO PROVIDE LOAN TO DIRECTOR -
THERESA SMITS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and
for all other purposes, Shareholders approve the issue of 569,565 Shares to Theresa
Smits (or her nominee(s)) under the Plan, and the provision of a Loan to Theresa Smits
(or his nominee(s)) to assist with the acquisition of the Shares under the Plan, on the
terms and conditions set out in the Explanatory Statement.”
10. RESOLUTION 10 – APPROVAL OF ISSUE OF SHARES AND TO PROVIDE LOAN TO DIRECTOR -
MICHAEL PIXLEY
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and
for all other purposes, Shareholders approve the issue of 569,565 Shares to Michael
Pixley (or his nominee(s)) under the Plan, and the provision of a Loan to Michael
Pixley (or his nominee(s)) to assist with the acquisition of the Shares under the Plan,
on the terms and conditions set out in the Explanatory Statement.”
11. RESOLUTION 11 – APPROVAL OF ISSUE OF SHARES AND TO PROVIDE LOAN TO DIRECTOR -
LIANG JI
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and
for all other purposes, Shareholders approve the issue of 569,565 Shares to Liang Ji
(or his nominee(s)) under the Plan, and the provision of a Loan to Liang Ji (or his
nominee(s)) to assist with the acquisition of the Shares under the Plan, on the terms
and conditions set out in the Explanatory Statement.”
12. RESOLUTION 12 – APPROVAL OF ISSUE OF SHARES AND TO PROVIDE LOAN TO DIRECTOR -
ANDREW LAU
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and
for all other purposes, Shareholders approve the issue of 569,565 Shares to Andrew
Lau (or his nominee(s)) under the Plan, and the provision of a Loan to Andrew Lau
(or his nominee(s)) to assist with the acquisition of the Shares under the Plan, on the
terms and conditions set out in the Explanatory Statement.”
13. RESOLUTION 13 – APPROVAL TO ISSUE OPTIONS TO DIRECTOR - DOUG HUNT
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
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“That, for the purposes of Listing Rule 10.11 and for all other purposes, subject to
Resolution 8 being passed, approval is given for the Company to issue 569,565
Options to Doug Hunt (or his nominee(s)) on the terms and conditions set out in the
Explanatory Statement.”
14. RESOLUTION 14 – APPROVAL TO ISSUE OPTIONS TO DIRECTOR - THERESA SMITS
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, subject to
Resolution 9 being passed, approval is given for the Company to issue 569,565
Options to Theresa Smits (or her nominee(s)) on the terms and conditions set out in
the Explanatory Statement.”
15. RESOLUTION 15 – APPROVAL TO ISSUE OPTIONS TO DIRECTOR - MICHAEL PIXLEY
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, subject to
Resolution 10 being passed, approval is given for the Company to issue 569,565
Options to Michael Pixley (or his nominee(s)) on the terms and conditions set out in
the Explanatory Statement.”
16. RESOLUTION 16 – APPROVAL TO ISSUE OPTIONS TO DIRECTOR - LIANG JI
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, subject to
Resolution 11 being passed, approval is given for the Company to issue 569,565
Options to Liang Ji (or his nominee(s)) on the terms and conditions set out in the
Explanatory Statement.”
17. RESOLUTION 17 – APPROVAL TO ISSUE OPTIONS TO DIRECTOR - ANDREW LAU
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, subject to
Resolution 12 being passed, approval is given for the Company to issue 569,565
Options to Andrew Lau (or his nominee(s)) on the terms and conditions set out in the
Explanatory Statement.”
Dated: 9 September 2026
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Voting Prohibition Statements
Resolutions 8 to 12 – Approval
of issue of Shares and to
provide Loans to Directors -
Doug Hunt, Theresa Smits,
Michael Pixley, Liang Ji and
Andrew Lau
In accordance with section 224 of the Corporations Act, a vote on any of
Resolutions 8 to 12 must not be cast (in any capacity) by or on behalf of a related
party of the Company to whom the relevant Resolution would permit a financial
benefit to be given, or an associate of such a related party (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 relevant
Resolution and it is not cast on behalf of an 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 an 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.
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:
Resolution 1 – Ratification of
Tranche 1 Placement Shares –
Listing Rule 7.1
The Placement Participants (or their nominee(s)) or any other person who
participated in the issue or an associate of that person or those persons.
Resolution 2 – Ratification of
Tranche 1 Placement Shares –
Listing Rule 7.1A
The Placement Participants (or their nominee(s)) or any other person who
participated in the issue or an associate of that person or those persons.
Resolution 3 – Approval to
issue Placement Options
The Placement Participants (or their nominee(s)) 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 4 – Approval to
issue Tranche 2 Placement
Shares and Placement
Options to Director - Theresa
Smits
Theresa Smits (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 5 – Approval to
issue SPP Options
The SPP Participants (or their nominee(s)) 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 6 – Approval to
issue SPP Options to Related
Party
Cassandra Anne Hoskins (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 7 – Approval to
issue Lead Manager Options
The Joint Lead Managers (and/or their nominee(s)) 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 8 – Approval of
issue of Shares and to provide
Loan to Director - Doug Hunt
Doug Hunt (or his nominee(s)) and any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or an associate
of any of those persons.
Resolution 9 – Approval of
issue of Shares and to provide
Loan to Director - Theresa
Smits
Theresa Smits (or her nominee(s)) and any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or an associate
of any of those persons.
Resolution 10 – Approval of
issue of Shares and to provide
Loan to Director - Michael
Pixley
Michael Pixley (or his nominee(s)) and any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or an associate
of any of those persons.
Resolution 11 – Approval of
issue of Shares and to provide
Loan to Director - Liang Ji
Liang Ji (or his nominee(s)) and any other person referred to in Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the Plan, or an associate of any of
those persons.
Resolution 12 – Approval of
issue of Shares and to provide
Loan to Director - Andrew Lau
Andrew Lau (or his nominee(s)) and any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or an associate
of any of those persons.
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Resolution 13 – Approval to
issue Options to Director -
Doug Hunt
Doug Hunt (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 14 – Approval to
issue Options to Director -
Theresa Smits
Theresa Smits (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 15 – Approval to
issue Options to Director -
Michael Pixley
Michael Pixley (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 16 – Approval to
issue Options to Director -
Liang Ji
Liang Ji (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 17 – Approval to
issue Options to Director -
Andrew Lau
Andrew Lau (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.
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.
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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.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 8 7129 0437.
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E X P L A N A T O R Y S T A T E M 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
1.1 Placement
On 22 and 23 June 2026, the Company announced that it had received firm commitments
to subscribe for 45,652,174 Shares at an issue price of $0.115 per Share (Placement Shares),
together with one (1) free attaching Option for every one (1) Placement Share subscribed
for and issued (Placement Options), to raise approximately $5,250,000 (before costs)
(Placement). The Placement Options will be exercisable at $0.115 each on or before the
date that is three (3) years from the date of issue and otherwise on the terms and
conditions set out in Schedule 1.
The Placement will be completed in three tranches:
(a) (Tranche 1) 42,054,348 Placement Shares to unrelated party sophisticated,
professional and institutional investors (Placement Participants) which were issued
on 25 June 2026 pursuant to the Company’s placement capacities under Listing
Rules 7.1 and 7.1A (Tranche 1 Placement Shares), the ratification of which is
sought under Resolutions 1 and 2;
(b) (Tranche 2) 750,000 Placement Shares to be issued to Director Theresa Smits (or
her nominee(s)) (Tranche 2 Placement Shares), subject to Shareholder approval
under Listing Rule 10.11, which is sought under Resolution 4; and
(c) (Tranche 3) 2,847,825 Placement Shares to be issued to participating directors (or
their nominees) under the Company’s existing Loan Funded Share Plan (Loan
Funded Shares), subject to Shareholder approval under Chapter 2E of the
Corporations Act and Listing Rule 10.14, which is sought under Resolutions 8 to 12.
The issue of the Placement Options to the Placement Participants is subject to Shareholder
approval under Listing Rule 7.1 (being the subject of Resolution 3), the issue of the
Placement Options to Ms Smits in respect of Tranche 2 is subject to Shareholder approval
under Listing Rule 10.11 (being the subject of Resolution 4) and the issue of the Placement
Options to the participating directors in respect of Tranche 3 is subject to Shareholder
approval under Listing Rule 10.11 (being the subject of Resolutions 13 to 17).
The Placement Options will be offered pursuant to a prospectus to be issued by the
Company (Options Prospectus). The Company intends to apply for quotation of the
Placement Options, subject to satisfying ASX’s requirements for quotation.
1.2 Share Purchase Plan
The Company also offered eligible Shareholders the opportunity to participate in a share
purchase plan (SPP) to raise $1,000,000 (before costs), through the issue of Shares
(SPP Shares) at an issue price equal to the lesser of $0.115 and the price which was a 2.5%
discount to the volume weight average price of the Shares over the five trading days up
to the closing date of the SPP, together with one (1) free attaching Option for every one
(1) SPP Share issued, on the same terms as the Placement Options (SPP Options). Pursuant
to the SPP, each eligible Shareholder had the opportunity to apply for SPP Shares up to the
value of $30,000 without incurring any brokerage, commission or transaction costs.
As announced on 21 July 2026, 14,670,426 SPP Shares were issued to eligible Shareholders
(SPP Participants) to raise a total of $1,291,000 under the SPP. The SPP Shares were issued in
reliance on exception 5 of Listing Rule 7.2 and accordingly did not use any of the
Company’s placement capacity under Listing Rules 7.1 and 7.1A. The issue of the SPP
Options to the SPP Participants is subject to Shareholder approval under Listing Rule 7.1
(being the subject of Resolutions 5 and 6).
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1.3 Underwriting and Joint Lead Manager Fees
The SPP was underwritten to the amount of $1,000,000 by Alpine Capital Pty Ltd
(Alpine Capital) and SP Corporate Advisory Pty Ltd (Spark Plus) (together, the
Joint Lead Managers) pursuant to a joint underwriting agreement between the Company
and the Joint Lead Managers (Underwriting Agreement). The Underwriting Agreement
contains provisions (including representations, warranties, indemnities and termination
events) considered standard for an agreement of its type. The Company also appointed
the Joint Lead Managers as joint lead managers to the Placement pursuant to a mandate
letter. For their services as joint underwriters and lead managers, the Company agreed to
pay the Joint Lead Managers the following fees:
(a) a management and selling fee equal to 6% of the gross proceeds of the
Placement and the SPP (plus GST);
(b) a cash fee of $10,000 (plus GST) to Alpine Capital;
(c) a monthly retainer of $12,000 per month for an initial period of 12 months; and
(d) subject to Shareholder approval under Listing Rule 7.1 (which is sought under
Resolution 7), one (1) Option for every four (4) Shares issued under the Placement
(being 11,413,044 Options) and one (1) Option for every one (1) SPP Share issued
under the SPP (being 14,670,426 Options), in each case issued on the same terms
as the Placement Options and the SPP Options (together, the Lead Manager
Options).
1.4 Loan Funded Shares
As announced on 23 June 2026, participating Directors agreed, subject to obtaining
Shareholder approval, to acquire an aggregate of 2,847,825 Shares (Loan Funded Shares),
together with one (1) free attaching Placement Option for every one (1) Loan Funded
Share issued (Director Options), by utilising an aggregate loan pool of $327,500 provided
by the Company under the Company’s existing ‘ClearVue Loan Funded Share Plan’ (LFS
Plan). Each of Doug Hunt, Theresa Smits, Michael Pixley, Liang Ji and Andrew Lau (together,
the Participating Directors) have agreed to subscribe for an equal number of the Loan
Funded Shares.
The Loan Funded Shares will be issued at an issue price of $0.115 each being equal to the
issue price under the Placement. The acquisition of the Loan Funded Shares will be funded
by a loan provided by the Company to each Participating Director (or their nominee(s))
(each a Loan). The aggregate loan pool of $327,500 will be divided equally among the
Participating Directors, such that each Participating Director (or their nominee(s)) will be
provided with a Loan of $65,500 to fund the acquisition of 569,565 Loan Funded Shares.
Please refer to Section 8.1 for further details in respect of the LFS Plan and the Loan Funded
Shares.
The issue of the Loan Funded Shares, and the provision of the Loans, to the Participating
Directors (or their nominee(s)) is subject to Shareholder approval under Chapter 2E of the
Corporations Act and Listing Rule 10.14, which is sought under Resolutions 8 to 12. The issue
of the Director Options is subject to Shareholder approval under Listing Rule 10.11, which is
sought under Resolutions 13 to 17.
1.5 Use of funds
The Company intends to apply the funds raised under the Placement and the SPP towards:
(a) costs associated with the implementation, configuration, licensing and roll out of
the Company’s enterprise resource planning system;
(b) continued research and development activities and the filing, prosecution,
maintenance and renewal of the Company’s patents and other intellectual
property; and
(c) general working capital and the costs of the Placement and the SPP.
The above is a statement of current intentions as at the date of this Notice. As with any
budget, intervening events and new circumstances have the potential to affect the
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manner in which the funds are ultimately applied. The Board reserves the right to alter the
way the funds are applied on this basis.
2. RESOLUTIONS 1 AND 2 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES
2.1 General
These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the
issue of an aggregate of 42,054,348 Shares (being the Tranche 1 Placement Shares) at an
issue price of $0.115 each to raise approximately $4,836,250 (before costs).
11,470,874 Tranche 1 Placement Shares were issued pursuant to the Company’s capacity
under Listing Rule 7.1 (being the subject of Resolution 1) and 30,583,474 Tranche 1
Placement Shares were issued pursuant to the Company’s placement capacity under
Listing Rule 7.1A (being the subject of Resolution 2).
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 28 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
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