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ATOMO DIAGNOSTICS LIMITED Capital/Financing Update 2026

Apr 15, 2026

64440_rns_2026-04-15_de2c5d2b-492a-41c7-964a-40b1a1840836.pdf

Capital/Financing Update

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atomo

Atomo Diagnostics Limited (ACN 142 925 684)

SPP PROSPECTUS

Offers

This Prospectus contains:

(a) an offer of up to 30,303,030 Shares at an issue price of $0.033 per Share (SPP Shares), together with 15,151,515 new unlisted Options (SPP Options) free attaching on the basis of one SPP Option for every two SPP Shares subscribed for and issued (together, the SPP Securities) to Eligible Shareholders under the Company's security purchase plan (SPP) to raise up to $1,000,000 (before costs) (SPP Offer); and

(b) an offer of up to 30,303,030 Shares at an issue price of $0.033 per Share (Shortfall Shares), together with 15,151,515 new unlisted Options (Shortfall Options) free attaching on the basis of one Shortfall Option for every two Shortfall Shares subscribed for and issued (together, the Shortfall Securities) to make up any shortfall (Shortfall) under the SPP Offer (Shortfall Offer),

(together, the Offers).

Important Notice

This document is important and should be read in its entirety including the Application Form. If after reading this Prospectus you have any questions about the New Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The New Securities offered by this Prospectus should be considered as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 4 for a summary of the key risks associated with an investment in the New Securities.


CONTENTS

Section Page No
CONTENTS ii
IMPORTANT NOTICES iii
CORPORATE DIRECTORY vi
LETTER FROM THE MANAGING DIRECTOR vii
KEY DATES ix
1. Investment Overview x
2. Details of the Offers 15
3. Effect of the Offers 27
4. Risk factors 32
5. Rights attaching to Securities 37
6. Additional information 41
7. Authorisation 49
8. Glossary of Terms 50

Page ii


Page iii

IMPORTANT NOTICES

Prospectus

Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

Date and expiry date

This Prospectus is dated 16 April 2026 and was lodged with the ASIC on that date. This Prospectus expires at 5:00pm (Sydney time) on the date which is 13 months after the Prospectus Date. No Securities will be issued on the basis of this Prospectus after this expiry date.

No exposure period

No exposure period applies to this Prospectus by operation of ASIC Corporations (Exposure Period) Instrument 2026/90.

Not investment advice

The information in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. It is important that you read this Prospectus in its entirety and seek professional advice where necessary.

No person is authorised to give any information or to make any representation in connection with the Offers, other than as is contained in this Prospectus. Any information or representation not contained in this Prospectus should not be relied on as having been made or authorised by the Company or the Directors in connection with the Offers.

Speculative investment

The New Securities offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the New Securities offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid or that there will be an increase in the value of the New Securities in the future.

Prospective investors should carefully consider whether the New Securities offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 4 for details relating to the key risks applicable to an investment in the Company's Securities.

ASIC Instrument and ASX placement capacity

In certain circumstances, a listed company may undertake a share purchase plan in accordance with the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument). The ASIC Instrument allows a share purchase plan to be conducted without the use of a prospectus once in any consecutive 12-month period.

The Company is unable to rely on the relief granted by the ASIC Instrument in respect of the SPP Options as the relief only relates to offers of fully paid ordinary shares and the SPP Offer under this Prospectus includes free attaching unquoted Options. The Company is therefore undertaking the offer of SPP Securities pursuant to this Prospectus.

Similarly, ASX Listing Rule 7.2 (Exception 5) permits a listed company to issue securities under a share purchase plan without that issuance counting towards the Company's placement capacity under ASX Listing Rule 7.1 where the issuance satisfies the conditions of the ASIC Instrument. Given the Company is unable to satisfy the conditions of the ASIC Instrument for the SPP, the SPP Offer does not fall within ASX Listing Rule 7.2 (Exception 5), and any issue of SPP Securities under this Prospectus will therefore utilise the Company's existing placement capacity under ASX Listing Rule 7.1.

Share price risk

By submitting an application for New Securities under this Prospectus (including by making a payment), you are accepting the risk that the market price of Shares may change between the Prospectus Date and the date the New Securities are issued. If the market price of the Company's Shares at the issue date is less than the issue price of Shares offered under this Prospectus, the value of your investment in such Shares will be less than the price you paid under the relevant Offer.

Target Market Determination

In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of SPP Options and Shortfall Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company's website under the investor tab (https://investors.atomodiagnostics.com/). By making an application under the SPP Offer or Shortfall Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD.

Copies of the Prospectus and Application Forms

This Prospectus may be made available in electronic form. Persons having received a copy of the Prospectus in electronic form, or other prospective investors may obtain a paper copy of this Prospectus and the relevant Application Form (free of charge) from the offices of the Company before the Closing Date by contacting the Company. Contact details for the Company are detailed in the Corporate Directory.

Applications will only be accepted on the relevant Application Form attached to, or accompanying, this Prospectus. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus.

Prospective investors wishing to subscribe for New Securities under the Offers should complete the relevant Application Form. If you do not provide the information required on the relevant Application Form, the Company may not be able to accept or process your Application.

No cooling-off rights

Cooling-off rights do not apply to an investment in New Securities issued under this Prospectus. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted.

Eligible Shareholders

The SPP Offer is being made to Shareholders with a registered address in Australia and New Zealand who were registered holders of Shares on the Record Date (Eligible Shareholders).


Page iv

New Zealand

The SPP Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of the SPP Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. In addition, for Eligible Shareholders who subscribe for SPP Shares, the Company will issue SPP Options for no consideration on the terms detailed in this Prospectus.

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This Prospectus is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Foreign investors

The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue or circulate this Prospectus or to offer the Securities.

The New Securities may not be offered, sold or resold in the United States or to, or for the account or benefit of, a US Person, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

Electronic Prospectus

If you have received this Prospectus as an electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company and the Company will send to you, for free, either a hard copy or a further electronic copy of this Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application Monies received will be dealt with in accordance with section 722 of the Corporations Act.

Website

No document or information included on the Company's website is incorporated by reference into this Prospectus.

Privacy statement

By completing and returning an Application Form, you will be providing personal information directly or indirectly to the Company, the Share Registry, and related bodies corporate, agents, contractors and third-party service providers of the foregoing (Collecting Parties). The Collecting Parties will collect, hold and use that information to assess your Application, service your needs as a security holder and to facilitate distribution payments and corporate communications to you as a security holder.

By submitting an Application Form, you authorise the Company to disclose any personal information contained in your Application Form (Personal Information) to the Collecting Parties where necessary, for any purpose in connection with the Offers, including processing your Application and complying with applicable law, the Listing Rules, the ASX Settlement Operating Rules and any requirements imposed by any applicable regulatory authority.

If you do not provide the information required in the relevant Application Form, the Company may not be able to accept or process your Application.

If the Offers are successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the register of security holders, including bidders for your securities in the context of takeovers, regulatory authorities, authorised securities brokers, print service providers, mail houses and the Share Registry.

Subject to certain exemptions under law, you may have access to Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Share Registry at the address set out in the Corporate Directory of this Prospectus. A fee may be charged for access.

Forward-Looking Statements

This Prospectus may contain forward-looking statements which are identified by words such as "believes", "estimates", "expects", "targets", "intends", "may", "will", "would", "could", or "should" and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the Prospectus Date, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risk factors associated with an investment in the Company are detailed in Section 4. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

The Company cannot and does not give assurances that the results, performance or achievements expressed or implied in the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

Risk factors

Potential investors should be aware that subscribing for Securities in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 4 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

Tax implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of applying for Securities under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such


taxation consequences to Shareholders. As a result, Shareholders should consult their professional tax adviser in connection with applying for Securities under this Prospectus.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offers in this Prospectus which is not contained in the Prospectus.

Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers.

Currency

All financial amounts contained in this Prospectus are expressed as Australian currency unless otherwise stated. Conversions may not reconcile due to rounding. All references to "$" or "A$" are references to Australian dollars.

Time

All references to time in this Prospectus are references to the time in Sydney, New South Wales, unless otherwise stated.

Glossary

Defined terms and abbreviations used in this Prospectus are detailed in the glossary in Section 8.

Page v


Page vi

CORPORATE DIRECTORY

Directors

Patrick Cook
Non-Executive Chair

John Kelly
Managing Director

Dr Cheri Walker
Non-Executive Director

Anthony May
Non-Executive Director

Company Secretary

Mathew Watkins

Registered Office

Level 1
3-5 George Street
Leichhardt NSW 2040

Phone: +61 2 9099 4750
Website: www.atomodiagnostics.com

Asia Code (Shares): AT1

share Registry*

Boardroom Pty Limited
Level 8
210 George Street
Sydney NSW 2000

Phone: 1300 737 760
Email: [email protected]
Website: boardroomlimited.com.au

Auditor*

BDO Audit Pty Ltd
Level 11, 1 Margaret Street
Sydney NSW 2000

  • These entities are included for information purposes only and have not been involved in the preparation of this Prospectus, nor consented to its issue.

LETTER FROM THE MANAGING DIRECTOR

Dear Shareholder,

OFFER TO PARTICIPATE IN SHARE PURCHASE PLAN

The Directors of Atomo Diagnostics Limited (ACN 142 925 684) (Atomo or Company) are pleased to offer you the opportunity to participate in the Company's Share Purchase Plan (SPP).

SPP Offer details

The SPP Offer is an offer to each Eligible Shareholder to subscribe for new Shares up to a maximum value of $30,000 at an issue price of $0.033 per Share, without paying brokerage or other transaction costs. In addition, Eligible Shareholders will also receive one Option for every two Shares subscribed for and issued under the SPP Offer. Fractional entitlements will be rounded down to the nearest whole number.

The SPP is part of a wider capital raising being undertaken by the Company. On 30 March 2026, the Company announced an equity capital raising comprising:

(a) an institutional placement of approximately 90.9 million Shares (Placement Shares) at an issue price of $0.033 each to raise approximately $3 million (before costs) (Placement) with approximately 45.5 million free attaching unlisted Options ($0.045 exercise price, expiring 2.5 years from the date of issue) (Placement Options), on the basis of one Placement Option for every two Placement Shares subscribed for and issued; and

(b) an SPP under which Eligible Shareholders will have the opportunity to subscribe for Shares and Options, on the same terms¹ as offered under the Placement, to raise up to an additional $1 million (before costs), with the Directors to have discretion to accept oversubscriptions should demand arise.

(collectively, the Capital Raising).

Proceeds from the Capital Raising are to be used to expand commercialisation of Atomo's own portfolio of proprietary diagnostic tests, including Active Syphilis and Liver Function and deliver operational scale up to support increased demand for supply of Pascal cassettes for Lumos' FebriDx growth in the US (together with general working capital purposes and corporate and transaction costs).

The Company completed the issue of 90,909,091 Placement Shares and 45,454,536 Placement Options on 8 April 2026 pursuant to its available placement capacity under ASX Listing Rule 7.1 and 7.1A.

Oversubscriptions and scale back

The SPP is not underwritten and there is no guarantee that the Company will raise the targeted amount. If valid applications are received for more than the targeted $1 million, the Directors may, in their absolute discretion, scale-back applications on a pro rata equitable basis. Directors may also, in their absolute discretion, decide to increase acceptances in the event of oversubscriptions, subject to compliance with the ASX Listing Rules and Corporations Act.

Further details of the impact of any scale-back are set out in Section 2.7 of this Prospectus.

Shortfall

If the SPP raises less than the targeted amount, the Directors reserve the right to invite certain parties identified by them to take up a shortfall under the Shortfall Offer. The Shortfall Offer will be a separate offer made pursuant to this Prospectus.

¹ The SPP Options and Shortfall Options (if applicable) will be issued on the same terms as the Placement Options, including as to the duration of the exercise period (2.5 years from the date of issue). As each tranche is issued at a different time, the expiry date will however differ between tranches.

Page vii


For the avoidance of doubt, if the Company accepts any oversubscriptions under the SPP Offer, there will be no Shortfall and, accordingly, no Shortfall Offer.

Further details of the Shortfall Offer are set out in Section 2.8 of this Prospectus.

Prospectus

This Prospectus contains detailed information about the SPP Offer and the Shortfall Offer, as well as the risks pertaining to an investment in the Company. Potential investors in the Company should carefully consider those risks (detailed in Section 4).

I encourage you to read the Prospectus carefully and in its entirety before making your investment decision and if required, consult with your stockbroker, solicitor, accountant or other independent professional advisor.

On behalf of the Board, I encourage you to consider this investment opportunity and thank you for your ongoing support.

Yours faithfully

img-0.jpeg

John Kelly
Managing Director and CEO
Atomo Diagnostics Limited

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Page ix

KEY DATES

Event Date
Record Date for the SPP Offer 7.00pm on Friday, 27 March 2026
Announcement of Placement and SPP Offer and lodgement of Appendix 3B with ASX Monday, 30 March 2026
Issue of Placement Shares and Placement Options and lodgement of Appendix 2A and Appendix 3G with ASX Wednesday, 8 April 2026
Prospectus Date Thursday, 16 April 2026
Opening date of the Offers Thursday, 16 April 2026
SPP Closing Date 5.00pm on Friday, 8 May 2026
Announcement of SPP Offer results Before 12:00pm on Wednesday, 13 May 2026
Allotment of New Securities under the SPP Offer
Lodge Appendix 2A for SPP Shares and Appendix 3G for SPP Options with ASX Friday, 15 May 2026
Quotation of SPP Shares Monday, 18 May 2026

Important notes

The Company reserves the right to vary any and all of the above dates without notice, subject to the Corporations Act, Listing Rules and other applicable laws. In particular, the Company reserves the right to extend the applicable closing date for any of the Offers without prior notice, which may have a consequential effect on the other dates.

The Company also reserves the right not to proceed with any or all of the Offers at any time before the issue of New Securities to Applicants. If the issue of the SPP Securities does not occur, for any reason, all Application Monies provided under the SPP Offer will be refunded in full (without interest) as soon as possible in accordance with the requirements of the Corporations Act.


1. Investment Overview

The information below is a selective overview only and not intended to provide full information for investors intending to apply for Securities offered pursuant to this Prospectus. Prospective investors should read this Prospectus in full before deciding whether to invest in the Securities the subject of the Offers.

Topic Summary Further information
What is the SPP Offer? The SPP Offer is an offer to each Eligible Shareholder to subscribe for new Shares up to a maximum value of $30,000 at an issue price of $0.033 per Share. In addition, Eligible Shareholders will also receive one Option for every two Shares subscribed for and issued under the SPP Offer.
The Company is targeting to raise $1 million (before costs) under the SPP, with the ability to accept oversubscriptions.
Participation in the SPP is entirely voluntary. Section 2.2
What is the issue price under the SPP Offer? $0.033 per SPP Share. The SPP Options have a nil issue price. Section 2.2
Who is eligible to participate in the SPP Offer? You are an Eligible Shareholder (who is eligible to participate in the SPP Offer) if you were a registered holder of Shares with a registered address in Australia or New Zealand as at 7:00pm on the Record Date, being Friday, 27 March 2026. Sections 2.2, 2.3, 2.4, 2.5, 2.18 and 2.19
What is the Record Date of the SPP Offer? 7.00pm on Friday, 27 March 2026. Indicative Timetable
What if I am not an Eligible Shareholder? The SPP Offer is not being made to you and you cannot participate in the SPP Offer.
You may however be eligible to participate in the Shortfall Offer. Sections 2.3, 2.18 and 2.19
What is the Shortfall Offer? The Shortfall Offer is a separate offer under this Prospectus that may be made (if there is a Shortfall) to specific investors invited by the Company to subscribe for Shortfall Shares.
If there is a Shortfall, the Directors reserve the right to offer of up to 30,303,030 Shares at $0.033 per Share and 15,151,515 Options on the basis of one Option for every two Shares subscribed for and issued under the Shortfall Offer to raise up to $1 million (before costs).
Shares and Options issued under the SPP Offer will be deducted from the number of Shares and Options available to be issued under the Shortfall Offer so that the total number of Shares and Options issued under both the SPP Offer and the Shortfall Offer is 30,303,030 Shares and 15,151,515 Options.
For the avoidance of doubt, if the Company accepts any oversubscriptions under the SPP Offer, there will be no Shortfall and, accordingly, no Shortfall Offer. Section 2.8

Page x


Topic Summary Further information
Who may participate in the Shortfall Offer? The Shortfall Offer will be offered by invitation only from the Company to specific investors and the Directors reserve the right to issue Shortfall Securities under the Shortfall Offer at their absolute discretion. There is no guarantee that any Shortfall Securities will ultimately be issued.

Applicants who wish to participate in the Shortfall Offer should contact the Company via email to [email protected].

The Company will only accept Applications under the Shortfall Offer if it is satisfied that the offer can be made and accepted without contravening any applicable securities law. | Section 2.9 |
| Is there a minimum or maximum subscription? | It is presently intended that a maximum of $1 million (before costs) will be raised under the SPP Offer. If the Company raises the targeted amount under the SPP Offer, 30,303,030 SPP Shares and 15,151,515 SPP Options will be issued.

If valid applications are received for more than the targeted $1 million, the Directors may, in their absolute discretion, scale-back applications on a pro-rata equitable basis. If there is a scale-back you may not receive all the SPP Securities for which you have applied.

Directors may also, in their absolute discretion, decide to increase acceptances in the event of oversubscriptions, subject to compliance with the ASX Listing Rules and Corporations Act.

The minimum application amount under the SPP Offer is $1,000, with the further increments set out in Section 2.7.

There is no minimum subscription under the Shortfall Offer. | Section 2.6 |
| Can I trade my entitlement? | No, you cannot trade your entitlement to participate in the Offers. | Section 2.14 |
| Are the Offers underwritten? | The Offers are not underwritten. | Section 2.10 |
| Are the Offers conditional? | The SPP Offer is not conditional.

The issue of Shortfall Securities under the Shortfall Offer is conditional on there being a Shortfall and the Directors exercising their rights to make a Shortfall Offer. | Sections 2.2 and 2.8 |
| How do I accept the SPP Offer? | If you wish to participate in the SPP Offer, you must follow the instructions in the Application Form and ensure that payment is received by no later than 5.00pm on the SPP Closing Date. | Sections 2.7, 2.11 and 2.12 |
| How do I accept the Shortfall Offer? | Completed Application Forms under the Shortfall Offer must be returned to the address set out in the Application Form with sufficient time to be received by or on behalf of the Company by no later than the date specified by the Company when providing | Section 2.8 |

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Topic Summary Further information
Applicants with a copy of this Prospectus and an Application Form in connection with the Shortfall Offer.
How and when will I know if my application was successful? Security holder statements will be dispatched as soon as practicable following the issue of the relevant Securities. It is the responsibility of Applicants to determine their allocation prior to trading in the Securities. Anyone who trades Securities before receiving holding statements does so at their own risk. Section 2.15
Can I withdraw my application? No cooling-off rights apply to a subscription of New Securities under the Offers. This means that you cannot withdraw your application for New Securities once it has been accepted. Section 2.24
What are the terms of the Options to be issued under the Offers? The terms of the Options to be issued under the Offers are the same as the terms of the Options offered under the Placement.² The Options have a nil issue price, will be exercisable at $0.045 each and will expire on the date that is 2.5 years after their issue date. Full terms and conditions are set out in Section 5.2. Section 5.2
Why is the Company seeking to raise funds? The Company is seeking to raise funds to expand commercialisation of Atomo's own portfolio of proprietary diagnostic tests, including Active Syphilis and Liver Function, deliver operational scale up to support increased demand for supply of Pascal cassettes for Lumos' FebriDx growth in the US and working capital alongside costs of the Capital Raising. Section 2.13
What is the effect of the Offers on the control of the Company? The Company is of the view that the Offers will not affect the control (as defined by section 50AA of the Corporations Act) of the Company. In addition, the Company will not issue any Shortfall Securities to an investor if the Company is aware that an issue of those Shortfall Securities would contravene section 606 of the Corporations Act. Accordingly, no new investor or existing Shareholder is expected to have a voting power greater than 20% as a result of the completion of the Offers. Please refer to Section 3.3 for the expected impact on the Company's substantial holders of the Capital Raising. Section 3
What are the risks of a further investment in the Company? Potential investors should be aware that subscribing for New Securities involves a number of risks. Please refer to Section 4 for further details of both the risks set out below and a number of other risks that are relevant to a decision to apply for New Securities.
• Share price risk: By submitting an application for New Securities under this Prospectus (including by making a payment), you are accepting the risk that the market price of Shares may change between the Prospectus Date and the date the New Securities are issued. If the market price of the Company's Shares at the issue date is less than the issue price of Shares offered under this Prospectus, the value of your investment in such Shares will be less than the price you paid under the relevant Offer. Section 4

² Refer to footnote 1 in the Letter from the Managing Director contained within this Prospectus.


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| Topic | Summary | Further information |
| --- | --- | --- |
| | - Future funding: In the event that the Company is unable to raise the targeted amount under the Offers, the Company would need to find alternative financing to meet its funding requirements. The Company will also require further financing in the future to support its ongoing activities and operations. There can be no assurance that such funding will be available on satisfactory terms or at all.
- Regulatory approvals: The Company's distribution partners and customers rely on having regulatory approved products. The Company's business is governed by various regulations in the jurisdictions in which it operates and proposes to operate. There is no assurance that delays will not occur in connection with obtaining the necessary approvals for products. Any delay in the receipt of regulatory clearance may result in a delay to the intended launch date of certain products, which will delay revenue and adversely affect financial performance. In the event that any relevant licenses or approvals were not granted, not renewed, withdrawn, or made subject to conditions that were onerous or unacceptable to the Company, its business could be materially adversely affected.
- Reliance on distribution partners: The success of the Company's business relies on its ability to attract and retain distribution partners, and the success of its distribution partners' sales and marketing teams to adequately promote the Company's products. The loss of, or a significant decrease in, the business from a distribution partner could adversely impact revenues.
- Intellectual Property: The value of the Company's products is dependent on its ability to protect its intellectual property, including by trademarks, copyright, patent and moral rights. Any failure to adequately protect its intellectual property rights could have an adverse impact on the Company's operating and financial performance.
- Failure to attract and retain key personnel: The success of the Company's business is dependent on retaining key members of senior management. There is a risk that the departure of such personnel, or any delay in their replacement, could have a significant negative impact on management's ability to operate the business and achieve financial performance targets, in addition to harming the Company's research and development programs.
- Competitive industry: The Company competes against a wide range of other health care companies that offer diagnostics solutions, some of which have significantly more resources than the Company. An inability to compete effectively against existing competitors and potential new entrants could have a material adverse effect on the business.
- Product acceptance: The Company's success depends on market acceptance and adoption of the Company's products. This will depend on many factors, including | |


Topic Summary Further information
clinical evidence demonstrating the positive clinical and cost benefit outcomes and the Company's ability to develop and market products. If sufficient market acceptance is not achieved, the growth in the Company's revenue may slow or decline which will have an adverse impact on the Company's operating and financial performance.

• Development of products: The Company's business is dependent on the continued improvement of existing products and development of new products utilising current or other potential future technology. The Company cannot guarantee that any products under development will result in the launch of a commercially viable product. If the Company does not develop new products and product enhancements on a timely basis, the products may become obsolete over time and revenues, cash flow, profitability and competitive position will decline. Difficulties or delays in research, development or production of new products and services or failure to gain market acceptance of new products and technologies may reduce future revenues and adversely affect the Company's competitive position.

• Reliance on third party manufacturers: The Company engages contract manufacturers for the production of its products. Due to the speciality of the products which the Company distributes there is a limited pool of qualified suppliers. Disruption to any key supplier could have an adverse impact on the availability of the Company's products to distribution partners and end users.

• General market risks: The Company is exposed to general market and economic condition risks including adverse changes in levels of economic activity, exchange rates, interest rates, commodity prices, government policies, employment rates and industrial disruption. | |
| Are the Directors participating in the Offers? | No. | Section 6.8 |
| What are the tax implications of investing in Shares? | The tax consequences of any investment in Shares will depend upon your particular circumstances. Prospective investors should obtain their own tax advice before deciding to invest. | Section 2.20 |
| What is the cost of the Offers? | The expenses of the Offer are estimated to be approximately $76,690. | Section 6.11 |
| How can I obtain further information? | Further information can be obtained by reading this Prospectus and consulting your professional advisors.
You can also contact the Company's share registry Boardroom on 1300 737 760 between 8.30am to 5.00pm (Sydney time) or the Company on +61 2 9099 4750 for further details. | Section 2.29 |

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  1. Details of the Offers

2.1 Background to the Placement and SPP

On 30 March 2026, the Company announced that it was undertaking a capital raising of up to approximately $4.0 million comprising:

(a) a placement of 90,909,091 Shares at an issue price of $0.033 per Share to professional, sophisticated and exempt investors to raise approximately $3.0 million (before costs) (Placement); and

(b) a share purchase plan under which Eligible Shareholders will have the opportunity to subscribe for Shares, on the same terms³ as offered under the Placement, to raise up to an additional $1 million (before costs), with the Directors to have discretion to accept oversubscriptions should demand arise (SPP).

The Company also announced that participants in the Placement and the SPP would be issued one free-attaching Option for every two Shares subscribed for and issued to them pursuant to the Placement and SPP. The Options are unlisted, have a nil issue price and are exercisable at $0.045 each, on or before the date that is 2.5 years from the date of issue of the Options.

On 8 April 2026, the Company issued 90,909,091 Shares and 45,454,536 Options under the Placement pursuant to the Company's available placement capacity under ASX Listing Rule 7.1 and 7.1A.

Further details in relation to the Placement and the SPP are set out in the Company's ASX announcement dated 30 March 2026 (Announcement).

2.2 SPP Offer

The SPP Offer is an offer to each Eligible Shareholder to subscribe for new Shares up to a maximum value of $30,000 at an issue price of $0.033 per Share. In addition, Eligible Shareholders will also receive one Option for every two Shares subscribed for and issued under the SPP Offer. Fractional entitlements will be rounded down to the nearest whole number.

The purpose of the SPP Offer and the use of the funds raised pursuant to the SPP are set out in Section 2.13 of this Prospectus.

All of the Shares offered under the SPP Offer pursuant to this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 5.1 of this Prospectus for further information regarding the rights and liabilities attaching to the Shares.

The SPP Options issued under this Prospectus will have a nil issue price, be exercisable at $0.045 on or before the date that is 2.5 years from their date of issue, and otherwise on the terms

³ Refer to footnote 1 in the Letter from the Managing Director contained within this Prospectus.
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set out in Section 5.2 of this Prospectus. All of the Shares issued upon exercise of the SPP Options will rank equally with the Shares on issue at the date of this Prospectus.

The SPP Offer is non-renounceable, meaning that Eligible Shareholders may not transfer their rights to any SPP Securities offered under the SPP Offer.

The Company is also proposing to issue participants in the SPP Offer one new free-attaching SPP Option for every two SPP Shares issued. The issue of these SPP Options is not conditional on Shareholder approval.

No funds will be raised from the issue of SPP Options as they are free attaching to SPP Shares issued under the SPP Offer.

The SPP Options are not intended to be quoted on the ASX.

2.3 Eligibility to participate in the SPP Offer

Only Eligible Shareholders may participate in the SPP Offer. 'Eligible Shareholders' for the purpose of the SPP Offer are Shareholders:

(a) who were registered holders of Shares as at 7.00pm on the Record Date; and
(b) whose registered address is in Australia or New Zealand.

If you are the only registered Shareholder of a holding of Shares, but you receive more than one SPP Offer (due to multiple registered holdings), you may only contribute a maximum of $30,000 in applying for SPP Shares.

The Company reserves the right to reject any application for Shares under this Prospectus to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements.

2.4 Joint holders

If two or more persons are recorded in the register of members of the Company as jointly holding Shares, they are considered to be a single registered holder for the purposes of the SPP and as joint holders they are entitled to participate in the SPP in respect of that single holding only. If as joint holders you receive more than one offer under the SPP due to multiple identical holdings, you may still only contribute a maximum of $30,000 in applying for SPP Shares.

2.5 Custodians, trustees and nominees

If you are a custodian, trustee or nominee within the definition of "custodian" in the ASIC Instrument (Custodian), and hold Shares on behalf of one or more Beneficiaries (as defined below) on whose behalf you are participating in the SPP Offer (each a Participating Beneficiary), or on behalf of a "downstream custodian" within the definition of the ASIC Instrument who holds the beneficial interest in Shares on behalf of a Participating Beneficiary, you may apply for up to a maximum of $30,000 worth of SPP Shares for each Participating Beneficiary, subject to providing a notice in writing to the Company certifying the matters set out in the ASIC Instrument at section 8(3) (Custodian Certificate).

Custodians should request a pro forma Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate or if you would like further information on how to apply, you should contact the Share Registry.

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A Custodian has the discretion to extend the offer to the Beneficiaries. A Beneficiary is a person who resides in Australia or New Zealand for whom a Custodian (being an Eligible Shareholder) held Shares as at 7.00pm on the Record Date and who is not in the United States and who is not acting for the benefit of or the account of a person in the United States.

If you are not a Custodian, the rules for multiple single holdings (and joint holdings) apply and you may only contribute a maximum of $30,000 in applying for SPP Shares. You are not eligible to participate on behalf of a person who resides outside of Australia and New Zealand.

Custodians may not distribute this Prospectus, and may not permit any beneficial shareholder to participate in the SPP Offer, in any country outside Australia and New Zealand.

2.6 Minimum and Maximum Subscription

There is no minimum amount to be raised under the Offers.

The minimum application amount for the SPP Offer is $1,000.

It is presently intended that a maximum of $1 million (before costs) will be raised under the SPP Offer. If the Company raises the targeted amount under the SPP Offer, 30,303,030 SPP Shares and 15,151,515 SPP Options will be issued.

In the event of oversubscriptions by the SPP Closing Date, the Directors may, in their absolute discretion, scale-back applications on a pro rata equitable basis. Directors may also, in their absolute discretion, decide to increase acceptances in the event of oversubscriptions subject to compliance with the ASX Listing Rules and Corporations Act.

Participation in the SPP Offer is optional and is subject to the terms and conditions set out in this Prospectus.

2.7 Applications under the SPP Offer

Eligible Shareholders may apply under the SPP Offer by following the instructions outlined on their personalised Application Form.

Pursuant to the SPP Offer, Eligible Shareholders may apply for Shares with a maximum value of $30,000. Eligible Shareholders may participate by selecting one of the following options to purchase Shares under the SPP Offer:

Application amount Number of SPP Shares which may be purchased Number of SPP Options to be received
Offer A $1,000 30,303 15,151
Offer B $2,500 75,757 37,878
Offer C $5,000 151,515 75,757
Offer D $7,500 227,272 113,636
Offer E $10,000 303,030 151,515
Offer F $15,000 454,545 227,272
Offer G $20,000 606,060 303,030

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Offer H $25,000 757,575 378,787
Offer I $30,000 909,090 454,545

Where the amount applied for results in a fraction of a Security the number of Securities issued will be rounded down to the nearest whole number.

To participate in the SPP Offer, payment of the application moneys must be made per the instructions set out on the Application Form, with sufficient time to be received by or on behalf of the Company by no later than 5.00pm on the SPP Closing Date.

In the event of oversubscriptions by the SPP Closing Date, the Directors may, in their absolute discretion, scale-back applications under the SPP Offer on a pro rata equitable basis. If a scale-back produces a fractional number when applied to your parcel, the number of SPP Shares you will be issued will be rounded down to the nearest whole number.

If the Company undertakes a scale back, you may not receive all the SPP Shares for which you have applied. In this case, the difference between the application moneys received and the number of SPP Shares allocated to you multiplied by the issue price per SPP Share will be refunded to you by direct credit deposit to your nominated bank account (where you have given your nomination to the Share Registry) or by cheque as soon as practicable, without interest.

If you require assistance in accepting the SPP Offer, please contact the Share Registry on 1300 737 760.

2.8 Shortfall Offer

If the SPP raises less than $1 million (before costs) then the Company may seek to raise the shortfall of funds (Shortfall) by way of an offer of Shortfall Securities to specific investors as a separate offer under this Prospectus (Shortfall Offer).

The Shortfall Offer is a conditional offer of up to 30,303,030 Shares at $0.033 per Share and 15,151,515 Options on the basis of one Option for every two Shares subscribed for and issued under the Shortfall Offer to raise up to $1 million (before costs).

Shares and Options issued under the SPP Offer will be deducted from the number of Shares and Options to be issued under the Shortfall Offer so that the total number of Shares and Options issued under both the SPP Offer and the Shortfall Offer is 30,303,030 Shares and 15,151,515 Options.

There is no minimum subscription under the Shortfall Offer, which is not underwritten.

Completed Application Forms under the Shortfall Offer must be returned to the address set out in the Application Form with sufficient time to be received by or on behalf of the Company by no later than the date specified by the Company when providing Applicants with a copy of this Prospectus and an Application Form in connection with the Shortfall Offer.

All of the Shares offered under the Shortfall Offer pursuant to this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. The Shortfall Options issued under this Prospectus will have a nil issue price, be exercisable at $0.045 on or before the date which is 2.5 years after their date of issue, and otherwise on the terms set out in Section 5.2 of this Prospectus. All of the Shares issued upon exercise of the Shortfall Options will rank equally with the Shares on issue at the date of this Prospectus.

For the avoidance of doubt, if the Company accepts any oversubscriptions under the SPP Offer, there will be no Shortfall and, accordingly, no Shortfall Offer.


Proceeds from any Shortfall Offer will be used for the same purposes as described in Section 2.13.

2.9 Eligibility to participate in Shortfall Offer

The Shortfall Offer will be offered by invitation only from the Company to specific investors and the Directors reserve the right to issue Shortfall Securities under the Shortfall Offer at their absolute discretion. There is no guarantee that any Shortfall Securities will ultimately be issued.

LR 10.11 Parties will not be permitted to participate in the Shortfall Offer unless Shareholder approval is obtained. In addition, the Company will not issue any Shortfall Securities to an investor if the Company is aware that an issue of those Securities would contravene section 606 of the Corporations Act.

Applicants who wish to participate in the Shortfall Offer should contact the Company via email at [email protected].

The Company will only accept Applications under the Shortfall Offer if it is satisfied that the offer can be made and accepted without contravening any applicable securities law.

2.10 No underwriting

The Offers are not underwritten.

2.11 Opening and closing dates for the SPP Offer

The SPP Offer will open for receipt of acceptances from the date the Company dispatches the Prospectus.

The closing date of the SPP Offer is 5.00pm on Friday, 8 May 2026 (unless extended, withdrawn or closed early by the Company) (SPP Closing Date).

Eligible Shareholders are encouraged to submit their Applications in respect of the SPP Offer as soon as possible.

The Company reserves the right, subject to the Corporations Act and the Listing Rules to vary the SPP Closing Date without prior notice. If the SPP Closing Date is varied, subsequent dates may also be varied accordingly.

2.12 Payment - SPP Offer and Shortfall Offer

Payment for SPP Securities or Shortfall Securities must be by BPAY® or electronic funds transfer in accordance with the instructions on your personalised Application Form. Electronic funds transfer payments are only available to Eligible Shareholders in New Zealand (in addition to BPAY®).

The Company will not accept any payment method other than BPAY® (or, for Eligible Shareholders in New Zealand, electronic funds transfer) and payments by cash, cheque, electronic funds transfer (other than as referred to above), bank draft or money order will not be accepted. If you are an Eligible Shareholder in Australia and would like to participate but do not have access to BPAY®, please contact your bank or financial institution for assistance with making payment by BPAY®.

By paying by BPAY® (or, for Eligible Shareholders in New Zealand, electronic funds transfer):

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(a) you do not need to submit the Application Form but are taken to have made the declarations on that Application Form; and
(b) you will be deemed to have applied for such whole number of Securities which is covered in full by your application monies.

It is your responsibility to ensure that your payment is received by the Share Registry by no later than 5:00pm on the closing date for the applicable Offer. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Securities (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

Please note that to pay by BPAY® you must make payment to the specified bank account using your unique reference number for payment as shown on your Application Form, as your payment reference. You must quote your unique reference number as your payment reference/ description when processing your BPAY® payment. Failure to do so may result in your funds not being allocated to your Application and the Securities not being issued (and the funds refunded).

2.13 Use of funds

The Company intends to apply the funds raised from the Offers, together with existing funds and the funds raised under the Placement as detailed below:

Source of funds $
Funds currently available, including funds raised under the Placement 4 $4,787,994
Maximum funds to be raised under the Offers (before costs) $1,000,000
TOTAL $5,787,994

The use of funds for the Capital Raising is to expand commercialisation of Atomo's own portfolio of proprietary diagnostic tests, including Active Syphilis and Liver Function, deliver operational scale up to support increased demand for supply of Pascal cassettes for Lumos' FebriDx growth in the US and working capital alongside costs of the Offer.

The above is a statement of current intentions at the Prospectus Date. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

The amounts and timing of the actual expenditures and investments may vary significantly and will depend on numerous factors including regulatory developments, the success of research and development activities, and any changes in the business and economic environment.

The Board believes its available cash and the maximum net proceeds of the SPP Offer and the Placement should be sufficient to fund the Company's activities until approximately January 2028. In the event that less than the maximum amount is raised under the Offers, the Company would need to find alternative financing to meet its funding requirements.

The Board believes that the funds raised from the SPP Offer will provide the Company with sufficient working capital to achieve its stated objectives as detailed in this Prospectus.

4 Funds currently available as at the date of the prospectus.
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2.14 No rights trading

The rights to participate in the SPP Offer are non-renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your entitlement to participate in the SPP to any other party. If you do not take up your entitlement to participate in the SPP Offer by the SPP Closing Date, the offer to you under the SPP Offer will lapse.

2.15 Issue date and dispatch

The issue of Securities offered under the Offers will take place in accordance with the ASX Listing Rules and the Indicative Timetable set out at the commencement of this Prospectus.

The Directors will determine the allottees of all the Securities the subject of the Offers. The Directors reserve the right to decline any applications received, or to issue a lesser number of Securities than that applied for. Where the number of Securities issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the applicable closing date of the Offer.

Pending the issue of the Securities or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Securities issued under the Offers will be mailed as soon as practicable after the issue of the Securities. Applicants who sell Securities before they receive their holding statements do so at their own risk.

2.16 ASX quotation

An application for Official Quotation of the Shares offered pursuant to this Prospectus will be made within 7 days of the date of this Prospectus. No application has been or will be made for the Official Quotation of the Options offered pursuant to this Prospectus.

Subject to approval being granted by ASX, it is expected that the quotation and trading of the SPP Shares issued under this Prospectus will commence on or around Monday, 18 May 2026. The quotation and trading date for any Shortfall Shares will depend on the date such shares are issued. If permission is not granted by ASX for the official quotation of the Shares offered pursuant to this Prospectus within three months after the date of this Prospectus (or such period as varied by ASIC), then the issue of Shares will be void in accordance with section 723(3) of the Corporations Act.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Securities now offered for subscription.

2.17 CHESS

The Company participates in the Clearing House Electronic Sub-register System, known as CHESS. ASX Settlement Pty Limited, a wholly owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares.

If you are broker sponsored, ASX Settlement Pty Limited will send you a CHESS statement.


The CHESS statement will specify the number of new Shares issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares.

If you are registered on the Issuer Sponsored sub-register, your statement will be despatched by Boardroom and will contain the number of new Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements.

2.18 International offer restrictions

The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. In particular, this Prospectus may not be distributed to any person, and no Securities may be offered or sold, in any country outside Australia except to the extent permitted below.

New Zealand

The SPP Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of the SPP Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. In addition, the Company will issue the SPP Options to Eligible Shareholders who participate in the SPP for no consideration.

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This Prospectus is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

2.19 Ineligible Foreign Shareholders

The Company believes that it is unreasonable to extend the SPP Offer to Ineligible Foreign Shareholders. The Company has formed this view having considered:

(a) the number and value of the SPP Shares that would be offered to those Shareholders; and
(b) the cost of complying with the legal requirements and the requirements of regulatory authorities in the overseas jurisdictions.

Accordingly, Ineligible Foreign Shareholders will not be entitled to participate in the SPP Offer.

2.20 Taxation implications

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Securities under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Securities under this Prospectus.

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2.21 Withdrawal

The Directors may at any time decide to withdraw this Prospectus and the Offers, or any part of the Offers.

If the SPP Offer or the Shortfall Offer is withdrawn, all Application Monies will be returned without interest in accordance with the Corporations Act.

2.22 Risk factors of an investment in the Company

Prospective investors should be aware that an investment in the Company should be considered highly speculative and involves a number of risks inherent in the various business segments of the Company. Section 4 details the key risk factors which prospective investors should be aware of. It is recommended that prospective investors consider these risks carefully before deciding whether to invest in the Company.

This Prospectus should be read in its entirety as it provides information for prospective investors to decide whether to invest in the Company. If you have any questions about the desirability of, or procedure for, investing in the Company please contact your stockbroker, accountant or other independent adviser.

2.23 Brokerage and duty

No brokerage fee or stamp duty is payable by Applicants who are issued New Shares under the Offers.

2.24 No cooling-off rights

No cooling-off rights apply to a subscription of New Securities under the Offers. This means that you cannot withdraw your application for New Securities once it has been accepted.

2.25 Discretion regarding SPP applications

The Company may accept or reject applications for SPP Securities, including if:

(a) an Application Form is incorrectly completed, incomplete or otherwise determined by the Company to be invalid;

(b) you are a Custodian, and the Company is not satisfied with your certification for any reason;

(c) the correct amount corresponding to your application is not provided with the payment;

(d) a payment is not received or is incomplete or invalid;

(e) unless you are applying as a Custodian, an Applicant appears to be contributing more than $30,000 under the SPP Offer;

(f) an application is received after the time and date specified as the SPP Closing Date. The Company has a discretion whether or not to accept late payments; or

(g) the Company believes you are not an Eligible Shareholder.

The Company reserves the right to refund your payment and not issue you any SPP Securities.


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2.26 Effect of making an application for SPP Securities

If you apply for, and make payment to acquire, SPP Securities under the SPP Offer:

(a) you represent and warrant that you have read and understood the terms and conditions of the SPP Offer detailed in this Prospectus;

(b) you warrant that all details and statements in your application are true and correct and not misleading (including by omission);

(c) you agree that once you have made your payment, you cannot withdraw or cancel your application and your application is unconditional;

(d) you confirm that you are an Eligible Shareholder and that you are lawfully permitted to accept the SPP Offer and participate in the SPP in accordance with the terms and conditions of the SPP Offer detailed in this Prospectus and any applicable laws;

(e) if you are applying for SPP Shares on your own behalf (and not as a Custodian), you certify that, even if you have received more than one offer under the SPP or received offers in more than one capacity, the total of the application price for the following does not exceed $30,000:

(i) the SPP Shares the subject of the application; and

(ii) any other shares or interests in the class which you have instructed a Custodian to acquire on your behalf under the SPP Offer;

(f) if you are a Custodian and are applying for SPP Shares with a total application price exceeding $30,000, you acknowledge and agree that you may only do so subject to you providing the Company with a Custodian Certificate;

(g) you agree to the terms and conditions of the SPP Offer detailed in this Prospectus and you agree not to do anything which would be contrary to the spirit, intention or purpose of the SPP;

(h) you agree to be bound by the Constitution of the Company;

(i) you agree that your application is only effective when received by (or deemed to be received by), or on behalf of, the Company;

(j) you accept the risk associated with any refund that may be sent to you by direct credit to your account as nominated to the Share Registry or cheque to your address shown on the Company's share register;

(k) you agree that the Company and the Share Registry have not provided you with investment or financial product advice, and that they have no obligation to provide advice to you about your decision to apply for and be issued SPP Securities;

(l) you agree that the Company is not liable for any exercise of its discretions referred to in the terms and conditions of the SPP Offer detailed in this Prospectus;

(m) you acknowledge that the market price of SPP Shares may rise or fall between the date of the SPP Offer and the issue date, and that the price you pay for SPP Shares pursuant to this Prospectus may exceed the market price of the SPP Shares on the issue date;

(n) you acknowledge that no interest will be paid on any application monies held pending the issue of SPP Shares or subsequently refunded to you for any reason;


(o) you acknowledge that this Prospectus does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company's past and ongoing continuous disclosure announcements to ASX;
(p) you acknowledge that there are risks associated with acquiring and holding Shares;
(q) you acknowledge that the Company may vary the Indicative Timetable set out in this Prospectus (including any specific dates in that Indicative Timetable);
(r) you authorise the Company and its officers and agents to do anything on your behalf necessary for SPP Securities to be issued to you in accordance with the terms and conditions in this Prospectus;
(s) you authorise the Company and its officers and agents to correct minor or easily rectified errors in, or omissions from, your Application Form and to complete the Application Form by the insertion of any missing minor detail;
(t) you represent that you are in compliance with all relevant laws and regulations (including, without limitation, section 1043A of the Corporations Act (insider trading)) and laws and regulations designed to restrict terrorism financing and/or money laundering; and
(u) you represent that you are not a "designated person" or "designated entity" (or other like term) for the purpose of any domestic or international law or regulation implementing United Nations sanctions.

2.27 Application for Securities under the Shortfall Offer

Each person applying for Shortfall Securities under the Shortfall Offer represents and warrants, on its own behalf and on behalf of each person for whom it is acting, that:

(a) it is a person that does not require disclosure under all applicable laws;
(b) it is knowledgeable in relation to the business of the Company and capable of evaluating the merits and risks of an investment in the Shortfall Securities, including income tax consequences of acquiring and disposing of the securities;
(c) this Prospectus does not contain all of the information that it may require in order to assess an investment in the Company and is given in the context of the Company's past and ongoing continuous disclosure announcements to ASX;
(d) it has been afforded access to information about the Shortfall Securities and the Company, including this Prospectus prepared by the Company and publicly available information filed by the Company that can be obtained from the ASX's website (www.asx.com.au); and
(e) it is able to bear the economic risk of any investment in the Shortfall Securities.

2.28 Settling disputes

The Company may settle, in any manner it deems appropriate, any difficulties, anomalies or disputes which may arise in connection with, or by reason of, the operation of the Offers whether generally or in relation to any participant or any application for New Securities, and its decision shall be conclusive and binding on all participants and other persons to whom the determination relates.

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The powers of the Company under the terms and conditions in this Prospectus may be exercised by the Directors of the Company or any delegate or representative of them.

2.29 Enquiries

This Prospectus provides information for potential investors in the Company and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your suitably qualified adviser.

Enquiries relating to this Prospectus should be directed to the Company Secretary Mathew Watkins on [email protected] between 9.00am to 5.00pm (Sydney time), or the Company on +61 2 9099 4750.

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  1. Effect of the Offers

3.1 Principal effect of the Offers

The principal effects of the Offers, assuming the Company issues the maximum number of New Securities (and assuming no other Securities are issued) will be to:

(a) increase the cash reserves of the Company by $1 million (less the estimated expenses of the Offers) immediately after completion of the Offers;

(b) increase the number of Shares on issue by 30,303,030 Shares, from 901,084,373 to 931,387,403 immediately after completion of the Offers (subject to rounding);

(c) increase the number of Options on issue by 15,151,515 Options, from 233,635,842 to 248,787,357 immediately after completion of the Offers (subject to rounding); and

(d) dilute the equity of Shareholders who do not participate in the Offers.

One SPP Option will be offered for every two SPP Shares issued. The final number of SPP Shares issued (and hence the final number of SPP Options) will depend on the level of applications received under the SPP (and if applicable, the Shortfall Offer). As the Shortfall Offer will only occur if there is a Shortfall, and only to the extent of any Shortfall, the maximum effect of the Shortfall Offer will not vary the above.

3.2 Effect of the Offers on capital structure

On the basis that the Company completes the Offers on the terms in this Prospectus and issues the maximum number of New Securities, the Company's capital structure will be as follows:

Securities currently on issue
Shares 901,084,373
Options 233,635,842
Maximum Securities on issue on completion of the Offers
Shares^{1,2} 931,387,403
Options^{3,4} 248,787,357

Notes:

  1. The figures shown above assume $1,000,000 is raised under the SPP Offer by the issue of 30,303,030 Shares and that no oversubscriptions are accepted, and that no Options are exercised.

  2. Refer to Section 5.1 for a summary of the terms and conditions of the Shares.

  3. This assumes that a further 15,151,515 SPP Options are issued pursuant to the SPP Offer.

  4. Options exercisable at $0.045 each on or before the date which is 2.5 years from the date of issue. Refer to Section 5.2 for a summary of the terms and conditions of the Options to be issued pursuant to this Prospectus.

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3.3 Effect of the Offers on substantial shareholders

Based on the information available to the Company through the Share Registry as at the date of this Prospectus, the Shareholders who (together with their associates) have a Relevant Interest in 5% or more of the Shares on issue:

(a) as at the date of this Prospectus, are set out in the table below;
(b) on completion of the Offers, are set out in the table below, assuming:

(i) the SPP Offer is fully subscribed;
(ii) no Options currently held by a substantial shareholder (if any) are exercised;
(iii) the existing substantial shareholders do not subscribe for the Offers; and
(iv) no other Shares are issued.

Substantial Shareholder Shares (existing) % Shares (post SPP) %
GZ Family Holdings Pty Ltd as trustee for the GZ Family and its associated entities^{1,3} 89,895,644 9.98% 89,895,644 9.65%
Director, John Kelly and his associated entities^{2,3} 74,111,870 8.22% 74,111,870 7.96%
Global Health Investment Fund 1 LLC^{3} 50,977,216 5.66% 50,977,216 5.47%

Notes:

  1. Associated entities include: GZ Super Investments Pty Ltd ATF GZ Superannuation Fund
  2. Associated entities include: Dalraida Holdings Pty Limited
  3. The impact on relevant interest of holdings has been calculated based on the number of Shares on issue prior to, and following completion of the Offer.

3.4 Effect of the Offers on control of the Company

The Company is of the view that the Offers will not affect the control (as defined by section 50AA of the Corporations Act) of the Company. In addition, the Company will not issue any Shortfall Shares to an investor if the Company is aware that an issue of those Shares would contravene section 606 of the Corporations Act. Accordingly, no new investor or existing Shareholder is expected to have a voting power greater than 20% as a result of the completion of the Offers.

3.5 Potential dilution

On the assumption that:

(a) all of the SPP Securities offered under this Prospectus are issued; and
(b) no other Securities are issued or exercised,


the issue of the SPP Shares will have a dilutionary impact of 3.25%.

If, in addition, all SPP Options are exercised (and all other assumptions set out above remain unchanged), the issue of SPP Shares together with the Shares issued on exercise of the SPP Options would result in an aggregate dilutionary impact of 4.80%.

Details of the anticipated effect of the Offers on substantial shareholders is set out at Section 3.3 above.

Shareholders should note that if they do not participate in the Offers, their holdings are likely to be diluted (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders are set out in the table below:

Holder Holding as at Record Date % at Prospectus Date % post Offers if the Holder does not participate
Shareholder 1 50,000,000 5.55 5.37
Shareholder 2 25,000,000 2.77 2.68
Shareholder 3 12,500,000 1.39 1.34
Shareholder 4 6,250,000 0.69 0.67
Shareholder 5 3,125,000 0.35 0.34
Shareholder 6 1,000,000 0.11 0.11

Notes:

  1. The table assumes that no Shares are issued other than those on issue at the date of this Prospectus and no Options are exercised.
  2. The dilution effect shown in the table assumes that $1,000,000 is raised under the SPP Offer. If there is less participation in the SPP Offer, the dilution effect for each Shareholder not participating in the SPP Offer would be a lesser percentage. If oversubscriptions are permitted in the SPP Offer, the dilution effect for each Shareholder not participating in the SPP Offer would be a higher percentage.
  3. The shareholding percentages in the table above are expressed on a non-diluted basis. To the extent that SPP Options are exercised and Shares are issued on exercise, the dilutionary impact for non-participating shareholders will be greater. If all SPP Options are exercised, the aggregate dilutionary impact, on a non-diluted basis, would increase from 3.25% to 4.80% (assuming no other Securities are issued or exercised).

3.6 Pro-forma consolidated statement of financial position

Set out below is:

(a) the reviewed consolidated statement of financial position of the Company as at 31 December 2025; and
(b) an unaudited pro forma consolidated statement of financial position of the Company as at 31 December 2025 incorporating the effect of the Placement and the Offer, assuming that $1 million is raised under the SPP Offer.

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The pro-forma consolidated statement of financial position has been derived from the Company's (reviewed) consolidated statement of financial position as at 31 December 2025, and adjusted to reflect pro forma assets and liabilities of the Company on the basis set out above (in each case, net of costs).

The unaudited pro-forma consolidated statement of financial position:

(a) is illustrative only and may not represent the financial position of the Company following the close of the Offers;

(b) does not take into account the effect of any future exercises of any Options or other convertible securities; and

(c) has been prepared on the basis of the accounting policies normally adopted by the Company.

The historical and pro forma information set out below has been prepared by the Company and is presented in an abbreviated form. It does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial statements.

31 December 2025 ($) (reviewed) Adjustment 1 - Proceeds from Offer (Full Subscription) Adjustment 2 - Proceeds from Placement Adjustment 3 - Costs of the Capital Raising 31 December 2025 (Pro forma) ($) (Full Subscription) (inc. Adj 1, 2 &3)
Current Assets
Cash and cash equivalents 3,511,778 1,000,000 3,000,000 (256,690) $7,255,088
Trade and other receivables 1,862,760 0 0 0 1,862,760
Inventories 1,605,435 0 0 0 1,605,435
Total Current Assets 6,979,973 1,000,000 3,000,000 (256,690) 10,723,283
Non-Current Assets
Property, Plant and Equipment 575,580 0 0 0 575,580
Right-of-use assets 494,475 0 0 0 494,475
Intangibles 1,430,018 0 0 0 1,430,018
Total Non-Current Assets 2,500,073 0 0 0 2,500,073
Total Assets 9,480,046 1,000,000 3,000,000 (256,690) 13,223,356
Current Liabilities
Trade and other payables 1,039,919 0 0 0 1,039,919
Lease liabilities 246,638 0 0 0 246,638
Other liabilities 1,224,911 0 0 0 1,224,911
Total Current Liabilities 2,511,468 0 0 0 2,511,468
Non-Current Liabilities
Other liabilities 253,875 0 0 0 253,875
Lease liabilities 70,267 0 0 0 70,267

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Total Non-Current Liabilities 324,142 0 0 0 324,142
Total Liabilities 2,835,610 0 0 0 2,835,610
Net Assets 6,644,436 1,000,000 3,000,000 (256,690) 10,387,746
Equity
Issued and paid up capital 73,068,020 1,000,000 3,000,000 (298,610) 76,769,410
Reserves 295,636 0 0 41,920^{5} 337,556
Accumulated losses (66,719,220) 0 0 0 (66,719,220)
Total Equity 6,644,436 1,000,000 3,000,000 (256,690) 10,387,746

Note 1
(Adj 1) This assumes capital raised as follows:
- $1,000,000 SPP funds raised by way of the 30,303,030 Shares at $0.033 (3.3 cents) per Share (full subscription)

Note 2
(Adj 2) This adjustment reflects the capital raised from the Placement completed on 8 April 2026 comprising of $3,000,000 raised by way of the 90,909,091 Shares at $0.033 (3.3 cents) per Share.

Note 3
(Adj 3) This is an estimate of the costs of the capital raise, which includes:
- legal fees;
- broker costs;
- broker options;
- share registry and postage fees;
- ASIC & ASX fees.

The pro forma statement of financial position has been prepared on the basis that the assets and liabilities of the Company have not been subject to any material change between 31 December 2025 and the completion of the Offer except for:

(a) the issue of 90,909,091 Shares pursuant to the Placement at $0.033 each to raise $3,000,000 on 8 April 2026;

(b) the issue of 45,454,536 Options pursuant to the Placement;

(c) the issue of 30,303,030 Shares pursuant to the SPP Offer at $0.033 each to raise $1,000,000;

(d) the issue of 15,151,515 Options under the SPP Offer (on the assumption that $1,000,000 is raised under the SPP Offer);

(e) the issue of 5,000,000 broker options on the same terms as the Placement Options;

(f) total estimated costs of the Placement and the SPP Offer of $325,706.

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5 Represents the valuation of the of 5 million broker options issued on the same terms as the SPP Options as part of the Capital Raising using a Black-Scholes valuation methodology. The inputs used are subject to change based on the following key inputs, underlying spot price of $0.033, risk free rate of 4.09% and volatility of 52.5%.


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4. Risk factors

An investment in securities should be regarded as speculative. Activities in the Company, as in any business, are subject to risks which may impact on the Company's future performance. The Company has implemented appropriate strategies, actions, systems and safeguards for known risks, however some are outside its control.

The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors which Shareholders and prospective investors need to be aware of in evaluating the Company's business and the risks of investing in the Company. Shareholders and prospective investors should carefully consider the following factors in addition to the other information presented in the Prospectus.

The principal risks include, but are not limited to, the following:

4.1 Risks specific to the Company

(a) Share price risk:

By submitting an application for New Securities under this Prospectus (including by making a payment), you are accepting the risk that the market price of Shares may change between the Prospectus Date and the date the New Securities are issued. If the market price of the Company's Shares at the issue date is less than the issue price of Shares offered under this Prospectus, the value of your investment in such Shares will be less than the price you paid under the relevant Offer.

(b) Future funding requirements

Whilst the Company generates revenue from operations, its expenses currently exceed revenue such that it is yet to reach break-even point.

The Board believes its available cash and the maximum net proceeds of the Capital Raising (assuming the SPP is fully subscribed) should be sufficient to fund the Company's activities until approximately January 2028. However, the Offers are not underwritten and there is therefore no guarantee that the Company will raise the targeted amount or that the monies raised under the Offers will be adequate or sufficient to achieve the Company's stated objectives or meet the ongoing funding requirements under its current business plan.

In the event that the Company is unable to raise the targeted amount under the Offers, the Company would need to find alternative financing to meet its funding requirements. The Company will also require further financing in the future to fund the development and commercialisation of its products, in addition to amounts raised under the Offers. There is no guarantee that the Company will be able to secure sufficient support in future capital raising initiatives.

The Company may undertake additional offerings of Shares or of securities convertible into Shares in the future. The increase in the number of Shares issued and outstanding and the possibility of sales of such Shares may have a depressive effect on the price of Shares. In addition, as a result of such additional Shares, the voting power of the Company's existing Shareholders will be diluted. Debt financing, if available, may involve restrictions on financing and operating activities. Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or


founding, if and when needed, will be available on terms favourable to the Company or at all.

If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities and this could have a material adverse effect on the Company's activities and value, and in certain situations, affect its ability to continue as a going concern.

(c) Regulatory approvals

The Company's distribution partners and customers rely on having regulatory approved products. The Company's business is governed by various regulations in the jurisdictions in which it operates and proposes to operate. There is no assurance that delays will not occur in connection with obtaining the necessary approvals for products. Any delay in the receipt of regulatory clearance may result in a delay to the intended launch date of certain products, which will delay revenue and adversely affect financial performance. In the event that any relevant licenses or approvals were not granted, not renewed, withdrawn, or made subject to conditions that were onerous or unacceptable to the Company, its business could be materially adversely affected.

(d) Reliance on distribution partners

A key distribution channel for the Company's products is through distribution partners. The success of the Company's business relies on its ability to attract and retain distribution partners, and the success of its distribution partners' sales and marketing teams to adequately promote the Company's products. The loss of, or a significant decrease in, the business from a distribution partner could adversely impact revenues. If distribution partners do not continue to purchase the Company's products, terminate the existing contracts or do not increase their usage over time, the Company's operating and financial performance may be adversely affected.

(e) Intellectual Property

The value of the Company's products is dependent on its ability to protect its intellectual property, including by trademarks, copyright, patent and moral rights. Any failure to adequately protect its intellectual property rights could have an adverse impact on the Company's operating and financial performance.

(f) Failure to attract and retain key personnel

The success of the Company's business is dependent on retaining key members of senior management. There is a risk that the departure of such personnel, or any delay in their replacement, could have a negative impact on management's ability to operate the business and achieve financial performance targets, in addition to harming the Company's research and development programs.

(g) Competitive industry

The Company competes against a wide range of other health care companies that offer diagnostics solutions, some of which have significantly more resources than the Company. An inability to compete effectively against existing competitors and potential new entrants could have a material adverse effect on the business.

(h) Product acceptance

The Company's success depends on market acceptance and adoption of the Company's products. This will depend on many factors, including clinical evidence demonstrating the

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positive clinical and cost benefit outcomes and the Company's ability to develop and market products. If sufficient market acceptance is not achieved, the growth in the Company's revenue may slow or decline which will have an adverse impact on the Company's operating and financial performance.

(i) Development of products

The Company's business is dependent on the continued improvement of existing products and development of new products utilising current or other potential future technology. The Company cannot guarantee that any products under development will result in the launch of a commercially viable product. If the Company does not develop new products and product enhancements on a timely basis, the products may become obsolete over time and revenues, cash flow, profitability and competitive position will decline. Difficulties or delays in research, development or production of new products and services or failure to gain market acceptance of new products and technologies may reduce future revenues and adversely affect the Company's competitive position.

(j) Defects and recalls

The Company's products may contain undetected defects when first introduced or new products are released. Disruptions affecting the introduction, release or performance of the Company's products may damage customers' businesses and could harm their and the Company's reputation as well as the health of patients. If that occurs, the Company may incur significant costs, the attention of key personnel could be diverted, or other significant customer relations problems may arise. The Company may also be subject to warranty and liability claims for damages related to defects in the products. In addition, if the Company does not meet industry or quality standards, if applicable, the products may be subject to recall. A material liability claim, recall or other occurrence that harms the Company's reputation or decreases market acceptance of the products could adversely impact the Company's operating results.

To mitigate this risk, the Company sources materials from quality suppliers, complies with ISO 13485 Medical Devices Quality Management, and delivers safe products to customers. Atomo aims to adhere to or exceed strict regulatory standards in all jurisdictions that it serves and investigates all concerns to ensure our products maintain the highest quality. It is also frequently inspected by independent regulatory authorities auditing compliance with these standards.

(k) Reliance on third party manufacturers

The Company engages contract manufacturers for the production of its products. Due to the speciality of the products which the Company distributes there is a limited pool of qualified suppliers. Disruption to any key supplier could have an adverse impact on the availability of the Company's products to distribution partners and end users.

The Company also recognises its responsibility to partners to ensure its product line is free from human rights concerns, including forced labour and trafficking, unsafe labour standards and unfair treatment. Given its reliance on third party manufacturers in certain areas, the Company has potential exposure to supply chain disruption risks. To mitigate these risks, the Company maintains close engagement with its supply chain and seeks to ensure sufficient stock is held on hand.

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(l) Jurisdictional risk

Atomo has international operations, including a manufacturing facility in South Africa and as such is potentially exposed to additional political, legal, economic and regulatory risk specific to those locations.

(m) Environmental and waste management

The Company's operations involve the use of energy and water in the manufacture and distribution of its products, as well as the generation of waste as a by-product of manufacture. In addition, the Company's products are classified as medical waste upon use, which may give rise to heightened regulatory, handling and disposal requirements.

Any failure to effectively manage resource use or comply with applicable waste management and environmental regulations, including those relating to medical waste, could result in increased costs, regulatory action or reputational harm to the Company.

(n) Management of growth

The Company's future success depends on its ability to effectively manage growth in revenue, employee numbers and customer base. Failure to appropriately manage growth could result in failure to retain existing distribution partners and customers and a failure to attract new distribution partners or customers which could adversely affect the Company's operating and financial performance.

4.2 General risks

(a) Market conditions and other economic risks

General economic conditions, movements in interest and inflation rates, commodity prices and currency exchange rates may have an adverse effect on the Company's operations and any future development activities, as well as on its ability to fund those activities.

The price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. This would include but is not limited to changes in investor sentiment toward particular market sectors, the demand for and supply of capital, political developments and global sanctions, terrorism, war or other hostilities, and pandemics or other events which have profound impacts on a local or global scale.

Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(b) Unforeseen expenditure risk

Expenditure may need to be incurred that has not been taken into account by the Company. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

(c) Litigation risk

All industries, including the healthcare sector, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the


resolution of any particular legal proceeding to which the Company is or may become subject could have a material effect on its financial position, results of operations or the Company's activities.

As at the date of this Prospectus, the Company is not involved in any material legal proceedings and the Directors are not aware of any material legal proceedings pending or threatened against the Company.

(d) Insurance

The Company will, where possible and economically practicable, endeavour to mitigate some project and business risks by procuring relevant insurance cover. However, such insurance cover may not always be available or economically justifiable and the policy provisions and exclusions may render a particular claim by the Company outside the scope of the insurance cover.

(e) Security risk

The business of the Company may be materially impacted by breaches of security, on-site or via technology, either by unauthorised access, theft, destruction, loss of information or release of confidential data. The Company's security measures may not be sufficient to detect or prevent such breaches of security.

(f) Taxation changes

An investment in securities involves tax considerations which differ for each securityholder depending on their individual financial affairs. Changes in tax law or changes in the way taxation laws are interpreted may impact the Company's tax liabilities or the tax treatment of a securityholder's investment.

(g) Force majeure and unforeseen events

Significant catastrophic events (such as war, acts of terrorism, pandemics, loss of power, cyber security breaches or global threats) or natural disasters (such as earthquakes, fire or floods or the outbreak of epidemic disease) could disrupt the Company's operations and those of its clients. Such impacts may affect the Company's ability to develop and deliver its products to its clients by interrupting critical functions, reducing availability or resources or demand for the Company's products, preventing suppliers or customers from honouring their contractual obligations to the Company, or otherwise harming the Company's business.

4.3 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company.

The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares. Shareholders should consider that the investment in the Company is high risk and should consult their professional adviser before deciding whether to apply for Shares pursuant to this Prospectus.

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  1. Rights attaching to Securities

5.1 Rights and liabilities attaching to Shares

Shares to be issued under this Prospectus will be of the same class and will rank equally in all respects with the existing Shares. The rights and liabilities attached to any SPP Shares and Shortfall Shares are identical in all respects to the terms of all existing Shares.

A summary of the rights and liabilities attaching to Shares in the Company is below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Constitution, the Corporations Act or the Listing Rules.

(b) Voting rights

Subject to the Corporations Act, the Listing Rules, any rights or restrictions for the time being attached to any class or classes of Shares, at a general meeting of the Company every holder of fully paid Shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed 2 proxies, then neither of those proxies may vote) and one vote per Share on a poll.

A person who holds a Share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the Share.

(c) Issues of further Shares

Subject to the Corporations Act and the Constitution, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides. The Company must not issue shares or grant options if the issue or grant would result in a breach of the Listing Rules.

(d) Variation of rights

Unless otherwise provided by the Constitution or by the terms of issue of a class of Shares, the rights attached to the Shares in any class may be varied or cancelled only with the written consent of the holders of at least three-quarters of the issued Shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued Shares of the affected class.

(e) Transfer of Shares

Generally, all shares in the Company are freely transferable, subject to the procedural requirements of the Constitution, and to the provisions of the Corporations Act, the ASX Settlement Operating Rules and the Listing Rules.

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(f) Dividends

Subject to the Corporations Act, the Listing Rules, the Constitution and the rights attaching to Shares issued on special conditions, the Directors may from time to time declare that a dividend is payable to the holders of ordinary Shares and fix the time for payment.

(g) Winding up

Subject to the Constitution, the Corporations Act and the rights of holders of Shares with special rights, on a winding up of the Company, any surplus must be divided among the members in the proportions which the amount paid (including amounts credited) on the Shares of a member is of the total amounts paid and payable (including amounts credited) on the Shares of all members.

(h) Dividend reinvestment and share plans

The Directors may establish a dividend reinvestment plan on any terms, under which participants may elect in respect of all or part of their Shares to apply the whole or any part of a Dividend from the Company in subscribing for securities of the Company or a related body corporate of the Company.

(i) Directors

The Company must not have less than 3 Directors.

(j) Powers of the Board

Except as otherwise required by the Corporations Act, any other law, the Listing Rules or the Constitution, the Directors may exercise all the powers of the Company except any powers that the Corporations Act or this Constitution requires the Company to exercise in general meeting.

(k) Unmarketable parcels

The Constitution permits the Company to sell the Shares held by a Shareholder if they comprise less than a marketable parcel within the meaning of the Listing Rules.

If a Shareholder does not want its Shares sold, that Shareholder may notify the Company accordingly.

(l) Capitalisation of profits

The Directors may capitalise any profits of the Company and distribute that capital to the members, in the same proportions as the members are entitled to a distribution by dividend.

(m) Preference Shares

The Company may issue preference Shares including preference Shares which are liable to be redeemed in a manner permitted by the Corporations Act, and preference Shares in accordance with the terms of the Constitution.

(n) Listing Rules prevail

To the extent that there are any inconsistencies between the Constitution and the Listing Rules, the Listing Rules prevail.

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5.2 Terms and conditions of the SPP Options and Shortfall Options

The SPP Options and Shortfall Options will be issued on the following terms and conditions:

(a) Entitlement

Each Option entitles the holder to subscribe for one fully paid ordinary Share.

(b) Exercise Price and Expiry Date

The Options are exercisable at $0.045 each and expire at 5.00pm on the date which is 2.5 years from their date of issue (Expiry Date)⁶. Any Option not exercised by the Expiry Date will automatically expire.

(c) Exercise

To exercise the Options, the Option holder must give the Company:

(i) a written exercise notice (in the form approved by the Board from time to time) specifying the number of Options being exercised and Shares to be issued; and

(ii) payment of the exercise price for the Shares, the subject of the exercise notice, by way of bank cheque or by other means of payment approved by the Company.

The Options will be deemed to have been exercised on the date the exercise notice is lodged with the Company and cleared funds for the exercise price has been received.

(d) Timing of issue of Shares upon exercise

Within 5 Business Days (as defined in the Listing Rules) after the exercise of the Options in accordance with paragraph (c) above, the Company must issue the Option holder the resultant Shares.

(e) Ranking of Shares

Subject to the Constitution, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) equally with the existing ordinary shares of the Company at the date of issue.

(f) Quotation of Options

The Company will not apply to ASX for quotation of the Options.

(g) Quotation of Shares on exercise

The Company will apply to ASX for Official Quotation of the Shares issued on exercise of Options.

(h) Participation rights

The Option holder is not entitled to participate in any issue to existing Shareholders of Securities unless they have exercised their Options before the "record date" for determining entitlements to the issue of Securities and participate as a result of holding Shares.

⁶ Refer to footnote 1 in the Letter from the Managing Director contained within this Prospectus.


(i) Dividend rights

The Options do not confer any entitlement to a dividend, whether fixed or at the discretion of the Directors, during the currency of the Options without exercising the Options.

(j) Voting rights

The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.

(k) Capital return

The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the Options without exercising the Options.

(l) Reorganisation

If there is a reorganisation (including consolidation, subdivision, reduction or return) of the share capital of the Company, then the rights of the Option holder (including the number of Options to which the Option holder is entitled to and the exercise price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

(m) Amendments

The number and exercise price of the Options remains the same regardless of whether the Company makes a bonus issue of Shares or other Securities to Shareholders.

(n) Adjustments

Any calculations or adjustments which are required to be made will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option holder.

(o) Governing law

The terms and the rights and obligations of the Option holder are governed by the laws of New South Wales. The Option holder irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.

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  1. Additional information

6.1 Continuous disclosure obligations

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the securities market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of its Shares.

This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities (and, if the securities are options, the rights and liabilities attaching to the options and the underlying securities). It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is issued in circumstances where significant publicly available information in relation to the Company exists by virtue of disclosures to ASX. This Prospectus does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors are encouraged to have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit report or review. Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 6.2 below).

Copies of all documents announced to the ASX can be found at https://investors.atomodiagnostics.com/investor-centre/?page=asx-announcements.

6.2 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the Offers a copy of:

(a) the Company's Annual Report for the financial year ended 30 June 2025 (released to ASX on 29 August 2025), being the most recent annual financial report that has been lodged with ASIC in relation to the Company before the issue of this Prospectus;

(b) the Company's half-year financial report for the half-year ended 31 December 2025, released to ASX on 26 February 2026, being the half-year financial report lodged with ASIC in relation to the Company after the lodgement of the annual financial report referred to in paragraph (a) above and before the issue of this Prospectus; and

(c) the following notices given by the Company to notify ASX of information relating to the Company after the date of lodgement of the annual financial report referred to in paragraph (a) above and before the issue of this Prospectus:

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Date Announcement
April 2026
8th Notification regarding unquoted securities - AT1
8th Notification regarding unquoted securities - AT1
8th Section 708A Cleansing Statement
8th Application for quotation of securities - AT1
March 2026
30th Change in substantial holding
30th Update - Proposed issue of securities - AT1
30th Proposed issue of securities - AT1
30th Proposed issue of securities - AT1
30th Atomo Completes Capital Raise
30th FebriDx FDA CLIA waiver approval unlocks upside for Pascal
26th Trading Halt
26th Pause in Trading
25th Response to ASX Price Query
25th Pause in Trading
February 2026
26th H1 FY26 Results Presentation
26th Appendix 4D and Half Year Report ended 31 Dec 2025
23rd Investor Webinar Presentation
6th Atomo Secures Australian Order for Supply of HIV Self-Tests
January 2026
30th Atomo Secures a Significant Order for HIV Self-Test
28th Quarterly Activities/Appendix 4C Cash Flow Report
23rd Atomo Investor Webinar Presentation
20th Exclusive Licence for a Novel Liver Function Test on Pascal
15th Atomo Secures a Significant Order for HIV Self-Test
December 2025
18th Change of Director's Interest Notice x3

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12th Change in substantial holding
12th Notification regarding unquoted securities - AT1
3rd Response to ASX Price Query
October 2025
31st Amendment to Constitution
31st Results of 2025 Annual General Meeting
31st 2025 Annual General Meeting - MD & CEO Address
31st Chair's Address to Shareholders
29th Quarterly Activities/Appendix 4C Cash Flow Report
27th Atomo Investor Webinar Presentation
September 2025
30th 2025 Notice of Annual General Meeting
25th Notification regarding unquoted securities - AT1
24th Response to ASX Price Query
24th Pause in Trading
9th Atomo Appoints Chair

The following documents are available for inspection throughout the period of the Offers during normal business hours at the registered office of the Company:

(a) this Prospectus;
(b) the Constitution; and
(c) the consents referred to in Section 6.14 and the consents provided by the Directors to the issue of this Prospectus.

6.3 Information excluded from continuous disclosure notices

Other than as set out in this Prospectus and the accompanying documents, there is no information which:

(a) has been excluded from a continuous disclosure notice in accordance with the Listing Rules; and
(b) is information that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

(i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and
(ii) the rights and liabilities attaching to the New Securities being offered by this

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Prospectus.

6.4 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the New Securities under this Prospectus.

6.5 Market price of Shares

The highest and lowest closing market sale prices of the Company's Shares on ASX during the three months immediately preceding the date of this Prospectus, and the respective dates of those sales were:

Lowest: $0.027 on 14 April 2026; and

Highest: $0.044 on 3 February 2026.

The latest available market sale price of the Company's Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.028 per Share on 15 April 2026.

6.6 Dividend policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

6.7 Substantial Shareholders

Information in relation to substantial shareholders as at the date of this Prospectus, and the likely impact of the Offers on these holdings is set out in Section 3.3.

6.8 Interests of Directors

(a) Director holdings of Securities

As at the Prospectus Date, the Directors hold the following securities in the Company:

Director Shares Options
John Kelly (and associated entity Dalraida Holdings Pty Limited) 74,111,870 1,621,622
Dr Cheri Walker 0 1,000,000
Patrick Cook (and his family trust) 717,909 1,940,541
Anthony May 540,541 1,240,541

The Directors did not participate in the Placement and do not intend on participating in the SPP Offer, and no approval under ASX Listing Rule 10.11 is being sought in respect of Director participation.


(b) Remuneration of Directors

The Constitution provides that the Company may remunerate the non-executive Directors. The maximum total amount of directors' fees for the non-executive Directors shall, subject to any resolution of a general meeting, be fixed by the Directors. The current aggregate amount to be paid to non-executive Directors is $500,000. The Board may allocate this pool (or part of it) at its discretion.

The remuneration of any executive directors (of which there is presently only one) is to be fixed by the Board, and must not be calculated as a commission on, or a percentage of, operating revenue.

A Director may also be paid a fixed sum set by the Directors where a Director performs extra services or makes special exertions (including going or living away from the Director's usual residential address). A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

The table below summarises the remuneration provided to the Directors and their associated companies for the financial years ended 30 June 2024 and 30 June 2025, inclusive of directors fees, consultancy fees, share-based payments and superannuation.

Director Financial year ended 30 June 2024 ($) Financial year ended 30 June 2025 ($)
Fees & Consultancy Share based payments Fees & Consultancy^{6} Share based payments
John Keith^{1} $130,000 0 $108,333 0
John Kelly^{2} $441,056 0 $415,427 0
Paul Kasian^{3} $63,063 0 $52,317 0
Deborah Neff^{4} $90,000 0 $75,000 0
Cheri Walker^{5} $50,000 0 $50,000 0
Anthony May^{6} N/A N/A $3,737 0
Patrick Cook^{7} N/A N/A $4,167 0

Notes:

  1. John Keith was appointed as a Non-Executive Director on 2 December 2011 and has resigned with effect from 2 May 2025.
  2. John Kelly was appointed as a Managing Director on 1 April 2010 and remains on the Board.
  3. Paul Kasian was appointed as a Non-Executive Director on 4 February 2020 and has resigned with effect from 2 May 2025.
  4. Deborah Neff was appointed as a Non-Executive Director on 15 September 2021 and has resigned with effect from 2 May 2025.
  5. Cheri Walker was appointed as a Non-Executive Director on 15 November 2022 and remains on the Board.
  6. Anthony May was appointed as a Non-Executive Director on 2 May 2025 and remains on the Board.

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  1. Patrick Cook was appointed as a Non-Executive Director on 2 May 2025 and remains on the Board.
  2. The total Director fees for the financial year ended 30 June 2025 is $708,981.

(c) Additional information

Other than as disclosed in this Prospectus, no Director of the Company (or entity in which they are a partner or director) has, or has had in the 2 years before the Prospectus Date, any interests in:

(i) the formation or promotion of the Company; or
(ii) property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offers; or
(iii) the Offers,

and no amounts have been paid or agreed to be paid and no value or other benefit has been given or agreed to be given to:

(i) any Director to induce him to become, or to qualify as, a Director; or
(ii) any Director of the Company for services which they (or an entity in which they are a partner or director) has provided in connection with the formation or promotion of the Company or the Offers.

6.9 Employee incentive plan

The Company presently has an Employee Option Plan (Option Plan), which was established prior to its 31 March 2023 IPO Prospectus. Shareholders approved the Option Plan for the purposes of ASX Listing Rule 7.2, Exception 13(b) at the Company's 2023 annual general meeting held on 2 November 2023 (2023 AGM). The effect of that approval was to allow the Company to issue up to a maximum of 28,544,550 equity securities under the Option Plan over the three-year period following the 2023 AGM, without those Options counting towards the Company's 15% placement capacity calculations for the purposes of ASX Listing Rule 7.1.

A summary of the terms of the Option Plan is set out in Annexure A to the Company's 2023 Notice of Annual General Meeting dated 29 September 2023, which can be downloaded from ASX at https://www.asx.com.au/markets/trade-our-cash-market/announcements.at1. A total of 5,575,000 Options are presently on issue pursuant to the Plan.

6.10 Related party transactions

At the Prospectus Date, no material transactions with related parties and Directors' interests exist that the Directors are aware of, other than those disclosed in the Prospectus.

The Company's policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
(b) subject to section 195 of the Corporations Act, a Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter in which that Director has an interest.

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6.11 Expenses of Offers

The total estimated expenses of the Offers (exclusive of GST) payable by the Company are set out below.

Item Estimated cost ($)
ASIC lodgement fees $3,206
ASX quotation fees (SPP) $7,584
Legal fees $20,000
Registry fees $13,500
Printing, postage, online website and administration fees $12,400
SPP Broker costs $20,000
Total $76,690

6.12 Litigation and Claims

So far as the Directors are aware, there is no current or threatened civil litigation, arbitration proceedings or administrative appeals, or criminal or governmental prosecutions of a material nature in which the Company is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial position of the Company.

6.13 Interests of Promoters, Experts and Advisers

(a) No interest except as disclosed

Other than as set out below or elsewhere in this Prospectus, no persons or entity named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds at the Prospectus Date, or held at any time during the last two years, any interest in:

(i) the formation or promotion of the Company;
(ii) property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Offers; or
(iii) the Offers,

and the Company has not paid any amount or provided any benefit, or agreed to do so, to any of those persons for services rendered by them in connection with the formation or promotion of the Company or the Offer.

6.14 Consents

(a) General

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of Securities under this Prospectus), the Directors, any persons named in the


Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

In light of the above, each of the parties referred to below:

(i) does not make the Offers;

(ii) does not make, or purport to make, any statement that is included in this Prospectus, or a statement on which a statement made in this Prospectus is based, other than as specified below or elsewhere in this Prospectus;

(iii) only to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement contained in this Prospectus with the consent of that party as specified below; and

(iv) has given and has not, prior to the lodgement of this Prospectus with ASIC, withdrawn its consent to the inclusion of the statements in this Prospectus that are specified below in the form and context in which the statements appear.

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7. Authorisation

This Prospectus is authorised by the Company and lodged with ASIC pursuant to section 718 of the Corporations Act.

Each of the Directors has consented to the lodgement of this Prospectus with ASIC, in accordance with section 720 of the Corporations Act, and has not withdrawn that consent.

This Prospectus is signed for and on behalf of the Company by:

img-0.jpeg

John Kelly
Chief Executive Officer and Managing Director


  1. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

A$ or $ means Australian dollars.
Applicant means a person who applies for New Securities under an Offer.
Application means a valid application for New Securities under the Offers made pursuant to an Application Form.
Application Form means an application form attached to or accompanying this Prospectus in relation to either the SPP Offer or the Shortfall Offer (as applicable).
Application Monies means application monies for Shares under the Offers received and banked by the Company.
ASIC means the Australian Securities and Investments Commission.
ASIC Instrument means ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.
ASX means Australian Securities Exchange Limited (ACN 008 624 691) or, where the context requires, the financial market operated by it.
ASX Settlement Operating Rules means ASX Settlement Operating Rules of ASX Settlement Pty Ltd (ACN 008 504 532).
Beneficiary has the meaning given in Section 2.5.
Board means the board of Directors of the Company as constituted from time to time.
Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.
Capital Raising means the capital raising comprising of the Placement and Offers under this Prospectus.
CHESS means the Clearing House Electronic Subregister System.
Company or Atomo means Atomo Diagnostics Limited (ACN 142 925 684).
Constitution means the constitution of the Company as at the Prospectus Date.
Corporations Act means the Corporations Act 2001 (Cth).
Custodian has the meaning given in Section 2.5.
Custodian Certificate has the meaning given in Section 2.5.

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Directors
means the directors of the Company as at the Prospectus Date.

Eligible Shareholder
means a person registered as the holder of Shares as at 7.00pm on the Record Date whose registered address is in Australia or New Zealand.

Indicative Timetable
means the indicative timetable for the Offers in the 'Key Dates' section of this Prospectus.

Ineligible Foreign Shareholder
means a Shareholder whose registered address as at 7.00pm on the Record Date is a place outside Australia or New Zealand.

Issuer Sponsored
means securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Listing Rules or ASX Listing Rules
means the listing rules of ASX.

LR 10.11 Parties
means Directors (and their associates and any other person referred to in Listing Rule 10.11).

New Securities
means the SPP Securities and the Shortfall Securities offered under this Prospectus.

Offers
means the SPP Offer and the Shortfall Offer, and Offer means any one of such Offers, as applicable.

Official Quotation
means official quotation by ASX in accordance with the Listing Rules.

Option
means an option to acquire a Share.

Participating Beneficiary
has the meaning given in Section 2.5.

Placement
means the Placement described at Section 2.1.

Placement Shares
means the Shares issued pursuant to the Placement.

Placement Options
means the Options issued pursuant to the Placement.

Prospectus
means this prospectus dated the Prospectus Date and lodged with ASIC and includes any supplementary or replacement prospectus.

Prospectus Date
means 16 April 2026.

Record Date
means 7:00pm (Sydney time) on the record date identified in the Indicative Timetable.

Relevant Interest
has the meaning given in the Corporations Act.

Section
means a section of this Prospectus.


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Securities
means Shares or Options, as the context requires.

Share
means an ordinary fully paid share in the capital of the Company.

Share Registry or Boardroom
means Boardroom Pty Limited (ACN 003 209 836).

Shareholder
means any person holding Shares.

Shortfall
means any shortfall under the SPP Offer.

Shortfall Offer
has the meaning given to that term on the front page of this Prospectus.

Shortfall Options
means the Options offered pursuant to the Shortfall Offer (having the terms and conditions in Section 5.2).

Shortfall Securities
means the Shortfall Shares and Shortfall Options, collectively.

Shortfall Shares
means the Shares offered pursuant to the Shortfall Offer.

SPP Closing Date
means 5.00pm (Sydney time) on Friday, 8 May 2026, or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules.

SPP Offer
has the meaning given to that term on the front page of this Prospectus.

SPP Options
means the Options proposed to be issued pursuant to the SPP Offer on the terms and conditions in Section 5.2.

SPP Securities
means the SPP Shares and SPP Options, collectively.

SPP Shares
means the Shares proposed to be issued pursuant to the SPP Offer.