IMUGENE LIMITED — Capital/Financing Update 2025

Jan 23, 2025

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ASX Announcement 24 January 2025

Section 708A(12C)(e) Cleansing Notice

Convertible Securities Agreement

Imugene Limited ACN 009 179 551 (ASX:IMU) ( Company ) provides this notice under section 708A(12C)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ) as amended by ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82 ( Cleansing Notice ).

The Company confirms that:

• (a) the securities described below will be issued without disclosure to an investor under Part 6D.2 of the Corporations Act; and

• (b) this Cleansing Notice has been given in accordance with section 708A(12C)(e) of the Corporations Act.

The issue of this Cleansing Notice enables the fully paid ordinary shares in the capital of the Company ( Shares ) issued upon the conversion of the convertible notes issued by the Company on the terms described below ( Convertible Notes ) and warrants issued by the Company on the terms described below ( Noteholder Warrants ) to be on-sold to retail investors without further disclosure.

This Cleansing Notice is important and should be read in its entirety.

1. BACKGROUND

1.1 Subscription Agreement

As announced to ASX on 23rd December 2024, Imugene has entered into a subscription agreement with the Noteholder ( Subscription Agreement ), an affiliate of Heights Capital Management ( Heights ), an investment arm of Susquehanna International Group, LLP ( Susquehanna ), to raise up to $46 million via the issue of the Convertible Notes and the exercise of the Noteholder Warrants granted as part of the convertible note issue (the Convertible Note Raising ). Heights has been investing in innovative firms in biotech, healthcare, engineering, technology and other sectors since 1996.

Pursuant to the terms of the Subscription Agreement:

(a) the Noteholder has agreed to subscribe for, and the Company has agreed to issue to the Noteholder, $20 million worth of convertible notes ( Convertible Notes ); and

(b) concurrently, the Company has agreed to grant to the Noteholder 526,315,789 unlisted warrants to subscribe for up to 526,315,789 Shares ( Noteholder Warrants ). If fully exercised at the Exercise Price, the Noteholder Warrants will provide the Company with up to an additional $26 million.

The capital raised by the Convertible Note Raising is intended to be used to fund Imugene’s ongoing clinical trial pipeline including azer-cel, onCARlytics and VAXINIA.

IMUGENE LIMITED ACN 009 179 551 WWW.IMUGENE.COM info@imugene.com

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Convertible Notes

A summary of the material terms of the Convertible Notes is set out in Table 1 of Annexure A of this Explanatory Memorandum.

Noteholder Warrants

A summary of the material terms of the Noteholder Warrants is set out in Annexure B of this Explanatory Memorandum.

For further information in relation to the Subscription Agreement, please refer to the Company’s announcements dated 23 December 2024.

The Company will issue the Convertible Notes and Noteholder Warrants today.

2. CONTENTS OF THIS CLEANSING NOTICE

This Cleansing Notice sets out the following:

• (a) in relation to the Convertible Notes and Noteholder Warrants:

• (i) the effect of the issue on the Company;

• (ii) a summary of the rights and liabilities attaching to the Convertible Notes and Noteholder Warrants; and

• (iii) a summary of the rights and liabilities attaching to the Shares that will be issued on the conversion of the Convertible Notes and Noteholder Warrants, and

• (b) any information that:

• (i) has been excluded from continuous disclosure notices in accordance with the ASX Listing Rules;

• (ii) is information that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  • (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

  • (B) the rights and liabilities attaching to the Shares; and

• (iii) other information relating to the Company’s status as a disclosing entity.

The following definitions apply to the extent used in this notice:

ASX	means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires).
ASX Listing Rules	means the Listing Rules of ASX.
Board	means the board of directors of the Company as constituted from time to time.
Change of Control Amount	has the meaning given to that term in section 10.
Company	means Imugene Limited ACN 009 179 551.
Convertible Note Raising	has the meaning given to that term in section 1.

IMUGENE LIMITED ACN 009 179 551

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Convertible Notes	has the meaning given to that term in section 2.
Corporations Act	means the Corporations Act 2001 (Cth).
Corporations Regulations	means the Corporations Regulations 2001 (Cth).
Directors	means the directors of the Company.
Eligible Shareholders	means the existing Shareholders of the Company eligible to participate in the SPP.
Equity Securities	has the meaning set out in the Listing Rules.
Exercise Price	has the meaning given to that term in Annexure B.
Explanatory Memorandum	means the explanatory memorandum attached to the Notice of Meeting.
Extraordinary General Meeting	means the Company’s extraordinary general meeting the subject of this Notice of Meeting.
Floor Price	means $0.019, being an amount equal to 50% of the Reference Price.
Issue Date	means the date on which the Convertible Notes and Noteholder Warrants will be issued to the Noteholder.
Licence Agreement	means the licence agreement between the Company and Precision Biosciences Inc. (NASDAQ GS: DTIL) on 16 August 2023.
Listing Rules	means the listing rules of ASX.
Material Adverse Effect	means a material adverse effect on: • the ability of the Company to perform its obligations under the terms of issue of the Convertible Notes or the Noteholder Warrants of the Subscription Agreement; or • the business, operation, property, financial condition, financial performance or prospects of the Company and its subsidiaries.
Maturity Date	has the meaning given to that term in Table 1 of Annexure A.
Meeting	means this notice of meeting and includes the Explanatory Memorandum.
Noteholder	means CVI Investments, Inc. (an affiliate of Heights Capital Management, which is part of Susquehanna International Group, LLP).
Noteholder Warrants	has the meaning given to the term in section 2(b).
Notice or Notice of Meeting	means this Notice of Extraordinary General Meeting, including the Explanatory Memorandum and the Proxy Form.
Proxy Form	means the proxy form attached to this Notice of Meeting.
Redemption Amounts	has the meaning given in Table 1 of Annexure A.
Reference Price	means the closing price of Shares on ASX on the trading day immediately prior to the date of announcement of the issue of the Convertible Notes and Noteholder Warrants.

IMUGENE LIMITED ACN 009 179 551

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Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means a person who is the registered holder of a share/shares in the Company.
Substitute Property	has the meaning given to that term in Annexure B.
Subscription Agreement	means the subscription agreement entered into between the Company and the Noteholder dated 23rdDecember 2024 pursuant to which the Company has agreed to issue the Convertible Notes and Noteholder Warrants to the Noteholder.
Susquehanna	means Susquehanna International Group LLP.

3. THE EFFECT OF THE ISSUE ON THE COMPANY

3.1 Effect of the issue on the Company

The principal effect of the issue of the Convertible Notes and Noteholder Warrants on the Company will be:

• (a) to increase the Company’s cash reserves by up to $20,000,000 upon issue of the Convertible Notes and by up to a further $26 million if the Noteholder Warrants are exercised;

• (b) to increase the number of Convertible Notes on issue from 0 to 20,000,000 and the number of Noteholder Warrants from 0 to 526,315,789;

• (c) subject to the terms and conditions of the Convertible Notes and Noteholder Warrants.

The terms of the Convertible Notes and the Noteholder Warrants and effects of issue

are summarized in Annexure A and Annexure B respectively.

3.2 Other securities currently on issue

The Company currently has the following securities on issue:

Quoted +securities

ASX +security code and description

Total number of +securities on issue

IMU : ORDINARY FULLY PAID 7,457,433,979

IMUOE : OPTION EXPIRING 31-AUG-2026 737,734,384

Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)

ASX +security code and description

Total number of

+securities on issue

IMUAAJ : OPTION EXPIRING 18-SEP-2026 EX $0.188 3,875,000

IMUAAK : OPTION EXPIRING 30-SEP-2026 EX $0.24 14,000,000 IMUAZ : OPTION EXPIRING 23-DEC-2024 EX $0.45 311,075

IMUGENE LIMITED ACN 009 179 551

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IMUAAF : OPTION EXPIRING 31-MAR-2026 EX $0.33 200,000,001 IMUAAD : OPTION EXPIRING 30-JUN-2026 EX $0.18 1,500,000 IMUAAE : OPTION EXPIRING 01-JUL-2026 EX $0.188 1,540,000 IMUAY : OPTION EXPIRING 30-APR-2025 EX $0.19 45,000,000 IMUAAL : OPTION EXPIRING 03-JAN-2027 EX $0.142 773,534 IMUAAM : OPTION EXPIRING 09-JAN-2027 EX $0.154 804,461 IMUAAG : OPTION EXPIRING 30-JUN-2026 EX $0.306 38,015,538 IMUAAH : OPTION EXPIRING 29-SEP-2026 EX $0.184 1,700,000 IMUAAI : OPTION EXPIRING 14-DEC-2026 EX $0.40 3,000,000 IMUAAB : OPTION EXPIRING 01-FEB-2025 EX $0.45 2,000,000 IMUAAA : OPTION EXPIRING 01-FEB-2026 EX $0.40 1,000,000 IMUAAN : RESTRICTED STOCK UNITS 109,982,353

IMUAAO : PERFORMANCE RIGHTS AWARD 34,192,635 IMUAAP : OPTION EXPIRING 13-SEP-2028 EX $0.067 18,000,000 IMUAAQ: OPTION EXPIRING 13-SEP-2028 EX $0.091 12,000,000

4. RIGHTS AND LIABILITIES ATTACHING TO SHARES ISSUED ON CONVERSION

The Shares issued to the on the conversion of the Convertible Notes and Noteholder Warrants will rank equally in all respects with all of the Company’s existing Shares.

Under the Subscription Agreement, the Company is required to apply to ASX for quotation of the Shares issued on conversion of the Convertible Notes and Noteholder Warrants.

Full details of the rights and liabilities attaching to Shares are set out in the Company’s constitution, a copy of which can be inspected free of charge, at the Company’s registered office during normal business hours.

The following is a broad summary of the rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of the Shareholders.

(a) General meetings

Each Shareholder 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 Shareholders under the Company’s constitution ( Constitution ), the Corporations Act or the ASX Listing Rules.

(b) Voting rights

Subject to 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 ordinary 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) and one vote per share on a poll.

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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.

Where there are 2 or more joint holders of a Share and more than one of them is present at a meeting and tenders a vote in respect of the Share, the Company will count only the vote cast by the Shareholder whose name appears first in the Company's Share register.

(c) Variation of Rights

Unless otherwise provided by the terms of issue of a class of shares and subject to the Corporations Act, 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.

(d) Transfer of Shares

Subject to the Constitution, the Corporations Act and ASX Listing Rules, Shares are freely transferable.

(e) Dividends

The Directors may from time to time determine dividends to be distributed to Shareholders according to their rights and interests. The Directors may fix the time for distribution and the methods of distribution. Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class.

Each Share carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the Share (not credited) bears to the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

(f) Winding-up

Subject to the rights of holders of shares with special rights in a winding-up and the Corporations Act, if the Company is wound up all monies and property that are to be distributed among Shareholders on a winding-up, the liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(g) Shareholder liability

As the Shares to be issued on the conversion of the Convertible Notes will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(h) Alteration of Constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

IMUGENE LIMITED ACN 009 179 551

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5. COMPLIANCE WITH DISCLOSURE OBLIGATIONS

The Company is a “disclosing entity” under the Corporations Act and, as such, is subject to regular reporting and disclosure obligations under both the Corporations Act and the ASX Listing Rules.

These obligations require the Company to notify ASX of information about specific events and matters as they arise. In particular, the Company is obliged to continuously disclose to the market immediately any information which a reasonable person would expect to have a material effect on the price or the value of the Shares.

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 ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office.

The Company will provide a copy of each of the following documents, free of charge, to any person on request:

• (a) the annual financial report most recently lodged by the Company with ASIC, being the financial report of the Company for the year ended 30 June 2024;

• (b) any half-year financial report lodged by the Company with ASIC after the lodgement of the annual financial report referred to in paragraph (a) and before the lodgement of this Cleansing Notice with ASX; and

• (c) any continuous disclosure notices given by the Company to ASX after the lodgement of the annual financial report referred to in paragraph (a) and before the lodgement of this Cleansing Notice with ASX.

A list of the continuous disclosure notices given by the Company to ASX after lodgement of the annual financial report referred to in paragraph (a) above and before the lodgement of this Cleansing Notice with ASX is set out in the table below.

22/01/2025		Results of Meeting
22/01/2025		Imugene EGM Presentation
10/01/2025		Application for quotation of securities - IMU
10/01/2025		Imugene Receives $11.7m R&D Tax Refund
03/01/2025		First Australian Patient Dosed in Phase 1b azer-cel Trial
24/12/2024		Proposed issue of securities - IMU
23/12/2024		Notice of Extraordinary General Meeting/Proxy Form
23/12/2024		Issuance of Convertible Notes & Warrants for up to $46m
20/12/2024		Azer-cel Accepted for Presentation at ASTCT Tandem Meetings
19/12/2024		Imugene Confirms Pending Receipt of c.$11m R&D Tax Refund

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20/11/2024		Updated Appendix 3Z
20/11/2024		Final Director's Interest Notice
15/11/2024		Director Resignation
14/11/2024		Imugene 2024 AGM Results
14/11/2024		Imugene AGM Presentation
11/11/2024		onCARlytics Trial Doses First Patient in IT Combination Arm
08/11/2024		Imugene Opens First Australian Site for azer-cel Trial
05/11/2024		Complete Response in MAST Study Maintained Over Two Years
31/10/2024		Quarterly Activities/Appendix 4C Cash Flow Report
14/10/2024		Notification regarding unquoted securities - IMU
14/10/2024		Notification of cessation of securities - IMU
14/10/2024		Application for quotation of securities - IMU
14/10/2024		Notice of Annual General Meeting/Proxy Form
30/09/2024		Change of Director's Interest Notice - PH
18/09/2024		Imugene Receives Orphan Drug Designation for VAXINIA
11/09/2024		Appendix 2A
09/09/2024		Imugene Corporate Presentation
04/09/2024		Cleansing Notice
04/09/2024		Application for quotation of securities - IMU
04/09/2024		Imugene Azer-cel Webinar Presentation
03/09/2024		Imugene Webinar - Azer-cel Trial Update
02/09/2024		Three Complete Responses in Azer-Cel Phase 1b Trial
30/08/2024		Imugene ESG Report 2024
30/08/2024		Corporate Governance Statement 2024 and Appendix 4G
30/08/2024		Appendix 4E and Annual Report

6. INFORMATION EXCLUDED FROM CONTINUOUS DISCLOSURE NOTICES

As at the date of this Cleansing Notice, the Company advises that it has fully complied with its disclosure obligations under the ASX Listing Rules and the Corporations Act, and, in particular, there is no information which the Company has excluded from any of its continuous disclosure notices given in accordance with the ASX Listing Rules and the

IMUGENE LIMITED ACN 009 179 551

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Corporations Act as at the date of this Cleansing Notice which it would be reasonable for investors and their professional advisors to require for the purpose of making an informed assessment of:

• (a) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

• (b) the rights and liabilities attaching to the Convertible Notes and Noteholder Warrants.

IMUGENE LIMITED ACN 009 179 551

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Annexure A

Material terms of Convertible Notes

Face value	Each Convertible Note has a face value of $100,000 (with an aggregate face value of $20 million for all of the Convertible Notes).
Who can convert the Convertible Notes	Each Convertible Note can be converted by the Noteholder in accordance with the terms and conditions of the Convertible Notes.
Entitlement	Subject as provided in the terms and conditions of the Convertible Notes, each Convertible Note entitles the Noteholder to convert each Convertible Note at the then applicable conversion price, into Shares credited as fully-paid. Specifically, if converted into Shares, each Convertible Note entitles its holder to such number of Shares calculated in accordance with the following formula: 𝑁= 𝐹 𝐶 where: • N = the number of Shares to be issued by the Company, rounded down to the nearest whole number; • FV = the aggregate outstanding face value of the Convertible Notes on the applicable conversion date (subject to the terms and conditions of the Convertible Notes, as summarised in this Annexure B); and • C = the relevant ‘conversion price’ (subject to the terms and conditions as summarised in this Annexure A) on the applicable conversion date. Refer to Table 2 of Annexure A for worked examples showing how the conversion formula operates in practice.
Maturity Date	The Convertible Notes have a maturity date of 5 years from the Issue Date.
Interest	The Convertible Notes do not bear interest.
Conversion right	The Noteholder may convert the Convertible Notes into Shares (in all or in part) at any time from the Issue Date at a conversion price initially set at 125% of the Reference Price. A conversion right may only be exercised in respect of five (5) or more Convertible Notes.
Automatic conversion price and, Floor Price adjustments	At each 6-month date after the Issue Date, the conversion price shall be adjusted to be the lower of: • the thenprevailingconversionprice;or

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	• the sum of 90% of the 'current market price'1on the relevant adjustment date (rounded to four decimal places), subject to a minimum conversion price equal to 50% of the Reference Price (theFloor Price). The conversion price is adjustable on the occurrence of certain standard dilutive events, including but not limited to stock splits, consolidations and capital distributions in relation to Shares. Similarly, the Floor Price is subject to adjustment for such dilutive events. In addition, if a reorganisation occurs in respect of the Company, the Convertible Notes must be treated in accordance with the ASX Listing Rules. To the extent the Company issues any equity securities below the prevailing “conversion price”, the prevailing conversion price for that period will be reduced to the effective price of such issue, but subject at all times to a minimum price equal to the Floor Price at the time.
Automatic redemption	Starting 6 months after the Issue Date, the Convertible Notes shall amortise in equal semi-annual instalments (Redemption Amounts). Subject to the satisfaction of certain conditions and the Noteholder's right to defer (as described below), these Redemption Amounts may be settled in cash or Shares at the Company's option. If the Company elects to: • pay in cash, the Company shall make a payment equal to 110% of the Redemption Amount due on that date; and • repay in Shares, the quantity of Shares shall be the Redemption Amount due on that date divided by the then applicable adjusted conversion price. These automatic redemptions are subject to the Noteholder's right to defer some or all of any such amount to a subsequent redemption date and added to a subsequent Redemption Amount.
Early redemption at the option of the Noteholder	On the 3rd and 4th anniversary of the Issue Date, the Noteholder may request via a redemption notice that the Company redeems all or part of the then outstanding Convertible Notes at a repurchase price equal to 100% of the then outstanding amount of the Convertible Notes.
Maximum dilution and ownership cap	The imposition of the Floor Price means that the maximum number of Shares that can be issued from the conversion of the Convertible Notes is capped at 1,052,631,579 Shares.2 Separately, at all times the Noteholder is subject to a maximum ownership cap in Shares of 9.9%. In the event the Convertible Notes become fullyconvertible,conversion will first be into as manyShares

1 All references in this Notice to the ‘current market price’ is as defined in the terms of issue of the Convertible Notes but generally means in respect of a Share on a particular date, the lower of: (a) the closing price of the Share on the trading day immediately preceding such date; and (b) the lowest daily volume weighted average price for the Shares during the 5-trading day period immediately preceding such date (subject to certain prescribed adjustments). 2 Subject to adjustment if the Floor Price is adjusted.

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----- Start of picture text -----

as possible given this ownership cap, with the remainder paid by the
Company in cash.
Redemption rights The Convertible Notes also entitle the Noteholder (at its election) to
specific redemption payments if a ‘change of control’ in the Company
or certain prescribed events of default occur, such payments
calculated in accordance with prescribed formulas under the terms
and conditions of the Convertible Notes.
•
Each Convertible Note will not be quoted on the ASX.
Quotation of Convertible
•
The Company will apply for quotation on the ASX of each Share
Notes and Shares issued on
issued on exercise of a Convertible Note.
conversion of Convertible
Notes
Governing law New South Wales.
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Table 2: Examples of how the Convertible Notes convert at different conversion prices

The examples in the table below are provided for illustrative purposes only and have been simplified for this purpose. To the extent of any inconsistency, the terms of the Convertible Notes prevail.

Conversion Price	$0.0475	$0.038	$0.019
Convertible Note value	$20,000,000	$20,000,000	$20,000,000
Number of shares on conversion	421,052,632	526,315,789	1,052,631,579

Table 3: Examples of adjustments to the conversion price

The following examples demonstrate the adjustment that would be made to the conversion price for a number of prescribed events. As with Annexure A, Table 2, for illustrative purposes, the below examples assume the entire face value of the Convertible Notes of $20 million remain outstanding at the time of the relevant adjustment event (but also excludes the treatment of any accrued interest at the time).

		Number	of
	Conversion	shares		Undiluted	Ownership
	price	converted		holding	limit
Initial Conversion Price (125% of Reference
Price)	$0.0475	421,052,632		5.7%	9.9%
90% of current market price	$0.0342	584,795,322		7.9%	9.9%

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Floor Price (50% of Reference Price) $0.0190 1,052,631,579 14.1% 9.9%

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Annexure B

Material terms of Noteholder Warrants

Issue price	The Noteholder Warrants will be issued for nil consideration.
Exercise Price	Each Noteholder Warrant is exercisable at $0.0494, being 130% of the Reference Price (theExercise Price).
Who can exercise the Noteholder Warrants?	Each Noteholder Warrant can be exercised by its holder.
Entitlement	Each Noteholder Warrant is exercisable into one Share at the Exercise Price.
Exercise period and expiry date	Each Noteholder Warrant expires 5 years after the Issue Date (ie each Noteholder Warrant has a 5 year exercise period), upon the expiry of which, the Noteholder Warrants will automatically and immediately lapse.
Anti-dilution adjustments	Each Noteholder Warrant is subject to standard adjustment and anti- dilution provisions (which may adjust either the Exercise Price and/or the number of Shares that may be issued on exercise of a Noteholder Warrant, as applicable), provided that such adjustments are in accordance with the ASX Listing Rules.
Quotation of Noteholder Warrants and Shares issued on exercise of Noteholder Warrants	• Each Noteholder Warrant will not be quoted on the ASX. • The Company will apply for quotation on the ASX of each Share issued on exercise of a Noteholder Warrant.
Participation in new issues	A holder of a Noteholder Warrant does not have a right to participate in new issues of Shares without exercising the Noteholder Warrant and becoming the holder of Shares.
Dividends	A holder of a Noteholder Warrant is entitled to certain rights to the extent that the Company pays a cash or non-cash dividend, with any value leakage arising from such dividend compensated through either additional warrants being issued, or cash being paid by the Company.
Right to elect cancellation of Noteholder Warrants for the Change of Control Amount on a ‘change of control’	If there is a ‘change of control’ of the Company (as defined in the terms of the Noteholder Warrants, which includes if 50% of the Shares are acquired under a takeover bid or if a scheme of arrangement in respect of the Company is approved), the holder of a Noteholder Warrant may elect to have the Noteholder Warrants that it holds cancelled by the Company. In consideration, the warrant holder will receive the Change of Control Amount. The Change of Control Amount is calculated in accordance with the Black-Scholes optionpricingmodel usingthe ‘OV’ function on

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	Bloomberg, using certain prescribed variables in accordance with the terms of the Noteholder Warrants.
Rights to Substitute Property on Change of Control	Subject to the ASX Listing Rules, if there is a ‘change of control’ and the holder of a Share will be issued or receive shares, stock, securities, other equity interests or assets in respect of that Share (Substitute Property), then the Company must make appropriate provision to ensure that each Noteholder Warrant gives the holder the right to acquire and receive the Substitute Property at the Exercise Price in effect immediately prior to the ‘change of control. The Company must not effect any ‘change of control’ if its obligations under the Noteholder Warrants will be assumed by a successor entity, unless the successor entity assumes the obligation to deliver to each such holder of a Noteholder Warrant upon exercise of the Noteholder Warrant the Substitute Property.
Governing law	New South Wales.

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