Lifespot Health Limited ACN 611 845 820 Notice of Annual General Meeting

MEETING DETAILS

Notice is hereby given that the Annual General Meeting of Lifespot Health Limited ACN 611 845 820 will be held as a virtual meeting on 30 July 2021 at 11:00 am AEST.

Due to the current COVID-19 non-essential gathering limits and social distancing requirements the Meeting will be held as a fully virtual Annual General Meeting via the Online Platform. Shareholders will not be able to attend the Meeting in person. The Company encourages shareholders to vote on resolutions via proxy form. Proxy forms can be lodged online, by post or in person by following the proxy lodgement instructions on the proxy form, proxy forms must be received by the Company's share registry, Computershare, by 11:00 am AEST on 28 July 2021.

To join the meeting via conference facility please register in advance of the meeting by contacting the Company by email to [email protected] or by calling (03) 8395 5446. Please register to attend the meeting via conference facility at least 1 day in advance of the meeting to allow sufficient time for the Company to respond to your registration request.

The health and safety of our staff, shareholders and the general public is a priority of the Company and we appreciate your support and understanding during this time.

Important notes:

You may vote on the items of business to be considered at the Meeting, either at the virtual Meeting or by completing and returning the proxy enclosed herein.
Consistent with ASIC’s no-action position contained in its Media Release 21-061 dated 29 March 2021, the Online Platform used to hold the Meeting virtually will provide Shareholders with a reasonable opportunity to ask questions or make comments (ensuring that Shareholders who are participating remotely are able to actively do so), voting at the Meeting is occurring by way of a poll rather than a show of hands and each person entitled to vote is to be given the opportunity to vote in real time.
Discussion will take place on all the items of business set out below.
The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.
As explained in the ‘voting exclusion statement’ below, certain shareholders are excluded from voting in relation to particular resolutions and the Company must disregard any votes cast by those shareholders. Please do not vote if your vote must be disregarded.

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1. AGENDA FOR THE MEETING

Item 1 - Financial statements and reports

The Meeting will consider the financial statements and reports of the Company including the income statement, balance sheet, statement of changes in equity, cash flow statement, the notes to the financial statements, the Directors’ declaration and the reports of the Directors and Auditors for the financial year ended 31 December 2020.

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports.

A representative of the Company’s external auditor, HLB Mann Judd, will be present at the Meeting and Shareholders will be given a reasonable opportunity to ask the Company’s external auditor questions in relation to the conduct of the audit, the auditor’s report, the accounting policies adopted by the Company in relation to the preparation of financial statements, and the independence of the auditor.

The Company’s 2020 Annual Report can be viewed online at www.lifespot-health.com and on the ASX website www.asx.com.au.

Shareholders are requested to submit any written questions relating to the content of the audit report or the conduct of its audit of the Company’s financial report for the year ended 31 December 2020 to the Company’s external auditor by no later than 11:00 am AEST on 23 July 2021. A representative of HLB Mann Judd will provide answers to the questions at the Meeting.

Item 2 – Ordinary Resolutions

Resolution 1 - Adoption of Remuneration Report

To consider and if thought fit, pass the following resolution as a non-binding resolution:

“That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 31 December 2020 and included in the Directors’ Report, which is attached to the Financial Statements as required under section 300A of the Corporations Act, be adopted by the Company.”

Voting Exclusion Statement : In accordance with the Corporations Act the Company will disregard any votes cast in relation to this resolution by or on behalf of the Key Management Personnel, which includes the Directors and executives in the consolidated group whose remuneration is included in the Remuneration Report and their closely related parties (“Excluded Persons”). However, the Company need not disregard a vote if:

it is cast by an Excluded Person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of this resolution if he is authorized to do so by the relevant shareholder.

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Resolution 2 – Re-election of Mr. Rodney Hannington as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, Mr. Rodney Hannington, a Director of the Company retires by rotation and offers himself for reelection pursuant to Article 104.2(d) of the Constitution and being eligible, is re-elected as a Director.”

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

Resolution 3 – Approve the previous issue of 4,000,000 Shares under Listing Rule 7.1A

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That for the purposes of ASX Listing Rule 7.4 and all other purposes, the previous issue of 4,000,000 Shares, as referred to in the Explanatory Statement, is approved.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf any person who participated in the issue or is a counterparty to the agreement being approved.

However, the Company need not disregard a vote if it is cast by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of this resolution

Resolution 4(a) and (b) – Approve the previous issue of 13,100,000 Shares under Listing Rule 7.1 and 7.1A

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of: (a) 6,315,118 Shares under the Company’s Listing Rule 7.1 capacity;

(b) 6,784,882 Shares under the Company’s Listing Rule 7.1A capacity;

on 13 November 2020 to sophisticated or professional investors, on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote if it is cast by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of this resolution

Resolution 5: Issue of Options to Related Party - Mr. Frank Cannavo

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of 3,000,000 Options to Mr. Frank Cannavo (a director of the Company) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, the Company need not disregard a vote if it is cast by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of this resolution

Resolution 6: Issue of Options to Related Party - Mr. Rodney Hannington

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of 3,000,000 Options to Mr. Rodney Hannington (a director of the Company) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

However, the Company need not disregard a vote if it is cast by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of this resolution

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Resolution 7: Issue of Options to Related Party - Mr. Justyn Stedwell

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the issue of 1,000,000 Options to Mr. Justyn Stedwell (a director of the Company) on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

However, the Company need not disregard a vote if it is cast by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of this resolution

Resolution 8 – Approval of additional capacity to issue shares under ASX Listing Rule 7.1A

To consider and, if thought fit, to pass, the following resolution as a special resolution:

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement."

Please note that the Chairman of the meeting intends to vote undirected proxies in favour of this resolution

Contingent Business

Resolution 9 – Conditional resolution to hold a spill meeting

The following Resolution is conditional on at least 25% of the votes on Resolution 1 being cast against the adoption of the Remuneration Report.

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That subject to and conditional on at least 25% of the votes cast on Resolution 1 being cast against the adoption of the Remuneration Report:

(a) a meeting of the Company’s members be held within 90 days after the passing of this resolution (the Spill Meeting );
(b) all the Company’s Directors who were Directors when the resolution to approve the Directors’ Remuneration Report for the financial year ended 31 December 2020 was passed and who remain Directors of the Company at the time of the Spill Meeting, ceases to hold office immediately before the end of the Spill Meeting; and

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(c) resolutions to appoint persons to office that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.”

Voting Exclusion Statement: In accordance with the Corporations Act the Company will disregard any votes cast in relation to this resolution by or on behalf of the Key Management Personnel, which includes the Directors and executives in the consolidated group whose remuneration is included in the Remuneration Report and their closely related parties (Excluded Persons). However, the Company need not disregard a vote if:

it is cast by an Excluded Person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Information for shareholders

Entitlement to attend and vote at the Meeting

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of ascertaining a person’s entitlement to vote at the Meeting, a person will be recognized as a shareholder and the holder of Shares and will be entitled to vote at the Meeting if that person is registered as a holder of those Shares at 7:00 pm AEST on 28 July 2021.

Votes

Voting on each resolution will be on a poll, every member present at the virtual meeting or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it.

In the case of joint shareholders, all holders may attend the virtual Meeting but only one holder may vote at the Meeting in respect of the relevant shares (including by proxy). If more than one joint holder is present, and more than one of the joint holders vote in respect of the relevant shares, only the vote of the joint holder whose name stands first in the register in respect of the relevant shares is counted.

Proxies

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder.

Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

A proxy need not be a Shareholder and may be a body corporate.

If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it appoints an individual as its corporate representative to exercise its powers at the Meeting and provide satisfactory evidence of the appointment of its corporate representative prior to the commencement of the Meeting.

If a Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on the Resolutions by marking either “For”, “Against” or “Abstain” on the form of proxy for that item of business. An

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instrument of proxy deposited or received at the registered office of the Company in which the name of the appointee is not filed in will be deemed to be given in the favour of the Chairman of the Meeting.

Voting by Proxy if appointment specifies way to vote:

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution, and if that appointment does specify the way the proxy is to vote, then the following applies:

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote as directed; and
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution then the proxy must not vote on a show of hands; and
(c) if the proxy is the chair of the meeting at which the resolution is voted on then the proxy must vote on a poll and must vote as directed; and
(d) if the proxy is not the chair then the proxy need not vote on the poll, but if the proxy does so, the proxy must vote as directed.

Transfer of non – chair proxy to chair in certain circumstances:

Section 250BC of the Corporations Act provides that if:

(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members; and
(b) the appointed proxy is not the chair of the meeting; and
(c) at the meeting, a poll is duly demanded on the resolution; and
(d) either of the following applies:
(i) if a record of attendance is made for the meeting – the proxy is not recorded as attending the meeting;
(ii) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Undirected vote – Resolutions 2 to 4 and 8

Subject to the voting restrictions set out in the Voting Exclusion Statements, the Chairman will vote undirected proxies on, and in favour of Resolutions 2 to 4 and 8 .

Direction to Chairman for Resolutions 1 and 5 to 7 and 9

If the proxy is the Chairman, the Chairman can also vote undirected proxies on Resolutions 1 and 5 to 7 and 9 provided that the proxy form expressly authorises the Chairman to vote on Resolutions 1 and 5 to 7 and 9 even though Resolutions 1 and 5 to 7 and 9 are connected with the remuneration of key management personnel.

The Chairman will not vote any undirected proxies in relation to Resolutions 1 and 5 to 7 and 9 unless the Shareholder expressly authorises the Chairman to vote in accordance with the Chairman’s stated voting intentions in their proxy form – Subject to the voting restrictions set out in the Voting Exclusion Statements, the Chairperson intends to, and, if so authorized by a Shareholder, will, vote undirected proxies on, and in favour of Resolutions 1 and 5 to 7 and 9. A form of proxy accompanies this Notice.

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A corporate shareholder must sign the proxy form in accordance with its constitution or otherwise in accordance with the Corporations Act. To be effective, the instrument of appointment of a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority) must be received by the Company’s Share Registry, Computershare Investor Services Pty Limited, at GPO Box 242 Melbourne, Victoria 3001 Australia or online at www.investorvote.com.au. Alternatively, by facsimile (within Australia) 1800 783 447 or (outside Australia) on +61 3 9473 2555 by 11:00 am AEST on 28 July 2021.

Proxy Forms received later than this time will be invalid.

Questions

The Meeting is intended to give shareholders opportunity to hear the Chairman talk about the year that has just passed and also give some insight into the Company’s prospects for the year ahead.

A reasonable opportunity will be given to Shareholders to ask questions and/or make comments on the management of the Company at the Meeting.

A reasonable opportunity will be given for Shareholders to ask questions of the Company’s external auditor, HLB Mann Judd. These questions should relevant to:

a) the conduct of the audit;
b) the preparation and contents of the audit report;
c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and
d) the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to HLB Mann Judd if the question is relevant to the content of the audit report or the conduct of its audit of the Company’s financial report for the year ended 31 December 2020. Relevant written questions for HLB Mann Judd must be received by the Company no later than 11:00 am AEST on 23 July 2021. A representative of HLB Mann Judd will provide answers to the questions at the Meeting.

If you have any questions in regard to this Notice, please contact the Company Secretary, Nova Taylor, on +61(0) 3 8395 5446.

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Item 1 – Annual Report

As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and Auditor’s Report of the Company for the most recent financial year will be laid before the Meeting. These reports are contained in the Annual Report, which is available online at www.lifespot-health.com and on the ASX website www.asx.com.au (ASX Code: LSH).

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During this item of business, Shareholders will be given the opportunity to ask questions about, or make comments on, the management of the Company generally but there will be no formal resolution put to the Meeting.

Similarly, a reasonable opportunity will be given to shareholders, as a whole, to ask the Company’s Auditor, HLB Mann Judd, questions relevant to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company in relation to the preparation of its financial statements and the independence of the Auditor in relation to the audit for the financial year ended 31 December 2020.

Shareholders are requested to submit written questions relating to the content of the audit report or the conduct of its audit of the Company’s financial report for the year ended 31 December 2020 to the Company’s external Auditor no later than 11:00 am AEST on 23 July 2021. A representative of HLB Mann Judd will provide answers to the questions at the Meeting.

Item 2 – Resolutions

Resolution 1: Adoption of remuneration report

In accordance with Section 300A(1) of the Corporations Act the Remuneration Report is included in the Directors Report for the financial year ended 31 December 2020.

The Remuneration Report sets out details of the remuneration received by the directors and key Company executives, in addition to describing Board policy in respect of remuneration. Resolution 1 seeks shareholder approval of the adoption of the Remuneration Report by the Company.

The outcome of this resolution is not binding on the Company or the Board. However, sections 250U to 250Y of Corporations Act set out a ‘two strikes and re-election’ process in relation to the shareholder vote on the Remuneration Report provide that:

A ‘first strike’ occurs where a Remuneration Report resolution receives a ‘no’ vote of 25% or more. Where this occurs, the Company’s subsequent remuneration report will contain an explanation of the Board’s proposed action in response to the ‘no’ vote or an explanation of why no action has been taken by the Board.
A ‘second strike’ will occur if the resolution to adopt the Remuneration Report at the following Company Annual General Meeting also receives a ‘no’ vote of 25% or more. If this occurs, shareholders will vote at that Annual General Meeting to determine whether the Directors will need to stand for re-election at a separate, subsequent meeting (the ‘spill resolution’). If the spill resolution passes with 50% or more of eligible votes cast, the spill meeting must take place within 90 days.

At last year’s Annual General Meeting, a first strike was received against the Company’s remuneration report, with more than 25% of the votes on the resolution to adopt the remuneration report year ended 31 December 2019 being cast against the resolution. The Board believes the Remuneration of the Company’s key management personnel (KMP) is appropriate and in line with market rates.

Members should note that, whilst the vote on this resolution is advisory only, if at least 25% of the votes cast are against Resolution 1, the Company will receive a ‘second strike’. If the Company receives two ‘strikes’, it is required to put a resolution to the meeting to determine whether the Company’s Directors

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who were in office at the time the resolution to approve the Directors’ Report for the year ended 31 December 2020 was passed will need to stand for re-election at a further general meeting.

As a result, this Notice of meeting includes a conditional resolution in Resolution 9. The operation and consequences of Resolution 9 are set out below in the Explanatory notes to Resolution 9.

The Remuneration Report is set out in the Company’s 2020 Annual Report. The 2020 Annual Report can be online at www.lifespot-health.com and on the ASX website www.asx.com.au, (ASX Code: LSH).

Resolution 2: Re-election of Mr. Rodney Hannington as a Director

In accordance with Article 104.2 (d) of the Constitution, Mr. Rodney Hannington, a Non-Executive Director of the Company, retires at the close of this Annual General Meeting and, being eligible for re-election offers himself for re-election as a Director.

Rodney graduated from Monash University with a Bachelor’s Degree in Marketing. Rodney has been working in marketing and strategy services in consumer health and fast moving consumer goods in Asia Pacific for over 15 years. He has valuable international experience in Australia, China, Japan, South Korea and South East Asia, Middle East / Africa, Russia and Ukraine markets. Working and consulting with leading Consulting firms in Asia, Mondelez and Novartis and living in Australia, China and Singapore, he has developed extensive experience with a strong network in the health and food industries. He is a strategic and innovative consumer health marketer with deep experience in China and Australia. He has led and been a part of several significant company acquisitions and new product launches in China and Australia as a board member, consultant and employee. He has strong interpersonal skills with broad cultural experience dealing with diverse cross-functional teams.

Resolution 2 seeks approval for the re-election of Rodney Hannington as a Director of the Company.

Resolution 3: Approve the previous issue of 4,000,000 Shares under Listing Rule 7.1A

Background

On 25 September 2020 the Company issued a total of 24,000,000 Shares at an issue price of $0.04 per Share to Cannvalate Pty Ltd raising $960,000. Of those Shares, 20,000,000 were issued pursuant to Shareholder approval received under resolution 5 at the Company’s 26 June 2020 Annual General Meeting and 4,000,000 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those 4,000,000 Shares (Ratification).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Security comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 26 June 2020.

The issue of 4,000,000 Shares contemplated by Resolution 3 does not fit within any of the exceptions (to ASX Listing Rules 7.1 and 7.1A) and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 10% limit in Listing Rule 7.1A, reducing the Company’s capacity to issue further Equity Securities without shareholder approval under Listing Rule 7.A for the 12 month period

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following the issue date (noting that the extra 10% limit under ASX Listing Rule 7.1A will expire at the meeting unless re-approved by the Company’s Shareholders under Resolution 8).

ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule.

A note to ASX Listing Rule 7.4 also provides that an issue made in accordance with ASX Listing Rule 7.1A can be approved subsequently under ASX Listing Rule 7.4 and, if it is, the issue will then be excluded from variable “E” in ASX Listing Rule 7.1A.2 (which means that the Company’s capacity to issue further Equity Securities without Shareholder approval under ASX Listing Rule 7.1A is not reduced).

To this end Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

If Resolution 3 is passed, the issue of 4,000,000 Shares contemplated by Resolution 3 will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

In the event that Shareholders do not approve Resolution 3, the issue will be included in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

Information required by ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars on the allotment and issue:

The number of securities issued	4,000,000
Issue price per security	The Shares were issued for $0.04 per Share.
Date of Issue	25 September 2020
Terms of security	The Shares issued were fully paid ordinary Shares in the capital of the Company and rank equally with all existingShares on issue.
Persons whom securities were issued or basis of issue	The Shares were issued to Cannvalate Pty Ltd. Cannvalate Pty Ltd is not a related party of the Company. Cannvalate Pty Ltd currently hold 18.16% of the Company’s Shares on issue.
Use of funds raised	Funds raised were used to fund clinical trials on the Company’s Medihale® inhaler device and other novel cannabinoid inhalational devices, completion of the final stages of a BodyTel Fevertel workplace SaaS solution and ongoing marketing of the Fevertel home and workplace products.

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Voting exclusion statement	A voting exclusion statement is included in Resolution 3 of the Notice.

Resolution 4(a) and (b) – Approve the previous issue of 13,100,000 Shares under Listing Rule 7.1 and 7.1A

On 13 November 2020 the Company issued 13,100,000 Shares at an issue price of $0.055 per Share to M I D Wealth Pty Ltd raising $720,500 (before costs) (Placement). The Shares were issued without the prior approval of Shareholders and in accordance with Listing Rule 7.1 and 7.1A.

Under the Placement:

a. 6,315,118 Shares were issued under Listing Rule 7.1 (the subject of Resolution 4(a)); and
b. 6,784,882 Shares were issued under Listing Rule 7.1A (the subject of Resolution 4(b)).

Resolution 4 seeks Shareholder approval to ratify the previous issue of 13,100,000 Shares for the purposes of Listing Rule 7.4 and all other purposes.

ASX Listing Rules 7.1, 7.1A and 7.4

The issue of 13,100,000 Shares referred to in Resolution 4 does not fit within any of the exceptions (to ASX Listing Rules 7.1 and 7.1A) and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the aggregate 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further Equity Securities without shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the issue date.

Listing Rule 7.4 allows the shareholders of a listed company to ratify an issue of Equity Securities after it has been made or agreed to be made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issues did not breach Listing Rule 7.1 and 7.1A). If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities under Listing Rule 7.1 or 7.1A (as applicable) without shareholder approval.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain shareholder approval for such issued under Listing Rule 7.1 or 7.1A (as applicable). To this end, Resolution 4 seeks Shareholder approval to ratify, pursuant to Listing Rule 7.4, the previous issue of 13,100,000 Shares.

Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the 13,100,000 Shares issued on 13 November 2020 will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

In the event that Shareholders do not approve Resolution 4:

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the 6,315,118 Shares issued on 13 November 2020 under Listing Rule 7.1 will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval under that rule over the 12 month period following the issue date.
the 6,784,882 Shares issued on 13 November 2021 under Listing Rule 7.1A will continue to be included in the Company’s 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 6,784,882, Equity Securities until the expiry of the Listing Rule 7.1A mandate.

Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 4:

The number of securities issued	13,100,000 Shares. a. 6,315,118 Shares were issued under Listing Rule 7.1 (the subject of Resolution 4(a)); and b. 6,784,882 Shares were issued under Listing Rule 7.1A (the subject of Resolution 4(b)).
Issue price per security	$0.055 per Share.
Terms of security	The Shares issued were fully paid ordinary Shares in the capital of the Company and rank equally with all existing Shares on issue.
Persons whom securities were issued or basis of issue	The Shares were issued to M I D Wealth Pty Ltd. M I D Wealth Pty Ltd who is not a Related Party of the Company. M I D Wealth Pty Ltd currently hold 9.72% of the Company’s Shares on issue.
Date of Issue	13 November 2020.
Purpose of issue and use of funds raised	Funds raised from the Placement were used to fund clinical trials on the Company’s Medihale® inhaler device and other novel cannabinoid inhalational devices, completion of the final stages of a BodyTel Fevertel workplace SaaS solution and ongoing marketing of the Fevertel home and workplace products.
Voting exclusion statement	A voting exclusion statement is included in Resolution 4 of the Notice.

Resolution 5 – Issue of Options to Related Party - Mr. Frank Cannavo

The Company proposes to issue 3,000,000 Options to Frank Cannavo and/or his nominee on the terms and conditions set out below and in consideration for work performed by Frank Cannavo considered by the Company to be above and beyond of the scope of his duties as a Director of the Company.

The issue of options to directors as a form of incentive based remuneration is common practice in listed companies and further encourages and rewards efforts by directors to improve the performance of the Company to the commercial benefit of all Shareholders.

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These Options are intended to provide remuneration that is linked to the performance of the Company in the future. The benefit would only be received from the Options upon the Share price exceeding the exercise price of the Options and thereby warranting their exercise. The Options are currently “in-themoney” as the Company’s share price of $0.11 at the date of the Notice of Meeting is higher than the exercise price of the Options.

Under the Company’s current circumstances, the Directors consider that the incentive noted above, represented by the issue of the Options, is a cost effective and efficient reward and incentive to provide, as opposed to the payment of cash compensation only.

The Board believes it is important to offer these Options to continue to attract and maintain highly experienced and qualified Board members in a competitive market. In addition, the Options may provide the Company with additional funding (if the Options are exercised).

If Resolution 5 is passed, it will permit the Directors to complete the issue of the Options no later than 1 month after the date of the Meeting (or such longer period as allowed by ASX) without impacting on the Company's 15% placement limit under ASX Listing Rule 7.1. In the event that Shareholders do not approve Resolution 5 the Options will not be issued.

Chapter 2E of the Corporations Act

Pursuant to Chapter 2E of the Corporations Act a public company cannot give a ‘financial benefit’ to a ‘related party’ unless one of the exceptions set out in Sections 210 to 216 of the Corporations Act apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party. The issue of Options to Frank Cannavo constitutes giving a financial benefit and Frank Cannavo is a related party by virtue of being a Director of the Company.

The Directors (other than Frank Cannavo who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Options to Frank Cannavo and/or his nominee because they form part of Mr Cannavo’s remuneration as an officer of the Company and the remuneration is reasonable given Mr Cannavo’s circumstances and the circumstances of the Company.

Accordingly, approval will not be sought under Chapter 2E for the issue of these Options to Frank Cannavo as the issue of the Options constitute ‘reasonable remuneration’ in accordance with section 211 of the Corporations Act.

ASX Listing Rule 10.11

Under ASX Listing Rule 10.11, Shareholder approval is required for the issue of equity securities to a related party of a listed company unless an exception in ASX Listing Rule 10.12 applies.

Frank Cannavo is a related party of the Company, by virtue of being a Director. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Therefore, approval is required under ASX Listing Rule 10.11 for the issue of the Options noted above to Frank Cannavo and/or his nominee.

Once approval is obtained pursuant to ASX Listing Rule 10.11, the Company is entitled to rely on ASX Listing Rule 7.2, Exception 14 as an exception to any requirement that may otherwise apply requiring Shareholder approval under ASX Listing Rule 7.1.

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Information required by ASX Listing Rule 10.13

In compliance with the information requirements of ASX Listing Rule 10.13, Shareholders are advised of the following particulars on the allotment and issue:

Number of securities to be	3,000,000 Options
issued

Date of issue	If Shareholder approval is obtained, the issue of the Options will occur no later than one (1) month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

Issue price per security	Options will be issued for nil consideration.

Terms of issue	Each Option will entitle the holder to subscribe for one Share in the Company and will expire on 30 June 2023. Each Option will be exercisable at an exercise price of $0.08 at any time on or before 30 June 2023 and will otherwise be issued on the terms and conditions set out in 'Annexure A' of this Notice.

Persons to whom securities will	Frank Cannavo, a Director of the Company, or his nominee.
be issued
ASX Listing Rule 10.11 Category	Frank Cannavo is a related party of the Company within listing rule 10.11, by virtue of being a Director of Lifespot Health Limited.

Purpose of the issue	The issue of Options is intended to remunerate and incentivise Frank Cannavo.

Valuation of the securities	The value of the 3,000,000 Options is $183,047 (based on the Black Scholes methodology using the share price as at 16 June 2021, and 112% volatility).

Current remuneration	Excluding the Options the subject of this resolution, Frank Cannavo is entitled to Director’s fees of A$ 51,041 as part of his current total remuneration package.

Intended use of funds	No funds will be raised from the issue of Options. If the Options are exercised, funds received will be used to fund clinical trials, for ongoing marketing of the Company’s products, working capital and general corporate costs.

Voting exclusion statement	A voting exclusion statement is included in Resolution 5 of the Notice.

Resolution 6: Issue of Options to Related Party - Mr. Rodney Hannington

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The Company proposes to issue 3,000,000 Options to Rodney Hannington and/or his nominee on the terms and conditions set out below and in consideration for work performed by Rodney Hannington considered by the Company to be above and beyond the scope of his duties as a Director of the Company.

If Resolution 6 is passed, it will permit the Directors to complete the issue of the Options no later than 1 month after the date of the Meeting (or such longer period as allowed by ASX) without impacting on the Company's 15% placement limit under ASX Listing Rule 7.1. In the event that Shareholders do not approve Resolution 6 the Options will not be issued.

Chapter 2E of the Corporations Act

Pursuant to Chapter 2E of the Corporations Act a public company cannot give a ‘financial benefit’ to a ‘related party’ unless one of the exceptions set out in Sections 210 to 216 of the Corporations Act apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party. The issue of Options to Rodney Hannington constitutes giving a financial benefit and Rodney Hannington is a related party by virtue of being a Director of the Company.

The Directors (other than Rodney Hannington who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Options to Rodney Hannington and/or his nominee because they form part of Mr Hannington’s remuneration as an officer of the Company and the remuneration is reasonable given Mr Hannington’s circumstances and the circumstances of the Company.

Accordingly, approval will not be sought under Chapter 2E for the issue of these Options to Rodney Hannington as the issue of the Options constitute ‘reasonable remuneration’ in accordance with section 211 of the Corporations Act.

ASX Listing Rule 10.11

Under ASX Listing Rule 10.11, Shareholder approval is required for the issue of equity securities to a related party of a listed company unless an exception in ASX Listing Rule 10.12 applies.

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Rodney Hannington is a related party of the Company, by virtue of being a Director. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Therefore, approval is required under ASX Listing Rule 10.11 for the issue of the Options noted above to Rodney Hannington and/or his nominee.

Information required by ASX Listing Rule 10.13

In compliance with the information requirements of ASX Listing Rule 10.13, Shareholders are advised of the following particulars on the allotment and issue:

Number of securities to be	3,000,000 Options
issued

Date of issue	If Shareholder approval is obtained, the issue of the Options will occur no later than one (1) month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

Issue price per security	Options will be issued for nil consideration.

Terms of issue	Each Option will entitle the holder to subscribe for one Share in the Company and will expire on 30 June 2023. Each Option will be exercisable at an exercise price of $0.08 at any time on or before 30 June 2023 and will otherwise be issued on the terms and conditions set out in 'Annexure A' of this Notice.

Persons to whom securities will	Rodney Hannington, a Director of the Company, or his nominee.
be issued
ASX Listing Rule 10.11 Category	Rodney Hannington is a related party of the Company within listing rule 10.11, by virtue of being a Director of Lifespot Health Limited.

Purpose of the issue	The issue of Options is intended to remunerate and incentivise Rodney Hannington.

Valuation of the securities	The value of the 3,000,000 Options is $183,047 (based on the Black Scholes methodology using the share price as at 16 June 2021, and 112% volatility).

Current remuneration	Excluding the Options the subject of this resolution, Rodney Hannington is entitled to Director’s fees of A$78,246 as part of his current total remuneration package.

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Intended use of funds	No funds will be raised from the issue of Options. If the Options are exercised, funds received will be used to fund clinical trials, for ongoing marketing of the Company’s products, working capital and general corporate costs.

Voting exclusion statement	A voting exclusion statement is included in Resolution 6 of the Notice.

Resolution 7: Issue of Options to Related Party - Mr. Justyn Stedwell

The Company proposes to issue 1,000,000 Options to Justyn Stedwell and/or his nominee on the terms and conditions set out below. The Options are proposed to be issued in lieu of Directors fees payable to Justyn Stedwell accrued from his appointment as a Director of the Company on 19 May 2020 to 31 March 2021. Justyn Stedwell was entitled to Director’s fees of $21,580 for the period 19 May 2020 to 31 March 2021. Mr Stedwell has elected, subject to shareholder approval, to receive 1,000,000 Options which are the subject of this resolution in lieu of $21,580 fees payable to him for the period 19 May 2020 to 31 March 2021.

If Resolution 7 is passed, it will permit the Directors to complete the issue of the Options no later than 1 month after the date of the Meeting (or such longer period as allowed by ASX) without impacting on the Company's 15% placement limit under ASX Listing Rule 7.1.

In the event that Shareholders do not approve Resolution 7 the Options will not be issued and the outstanding fees will be paid in cash reducing the Company’s cash reserves.

Chapter 2E of the Corporations Act

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The issue of Options to Justyn Stedwell constitutes giving a financial benefit and Justyn Stedwell is a related party by virtue of being a Director of the Company.

The Directors (other than Justyn Stedwell who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Options to Justyn Stedwell and/or his nominee because they form part of Mr Stedwell’s remuneration as an officer of the Company and the remuneration is reasonable given Mr Stedwell’s circumstances and the circumstances of the Company.

Accordingly, approval will not be sought under Chapter 2E for the issue of these Options to Justyn Stedwell as the issue of the Options constitute ‘reasonable remuneration’ in accordance with section 211 of the Corporations Act.

ASX Listing Rule 10.11

Under ASX Listing Rule 10.11, Shareholder approval is required for the issue of equity securities to a related party of a listed company unless an exception in ASX Listing Rule 10.12 applies.

Justyn Stedwell is a related party of the Company, by virtue of being a Director. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Therefore, approval is required under ASX Listing Rule 10.11 for the issue of the Options noted above to Justyn Stedwell and/or his nominee.

Information required by ASX Listing Rule 10.13

In compliance with the information requirements of ASX Listing Rule 10.13, Shareholders are advised of the following particulars on the allotment and issue:

Number of securities to be	1,000,000 Options
issued

Date of issue	If Shareholder approval is obtained, the issue of the Options will occur no later than one (1) month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

Issue price per security	Options will be issued for nil consideration.

Terms of issue	Each Option will entitle the holder to subscribe for one Share in the Company and will expire on 30 June 2023. Each Option will be exercisable at an exercise price of $0.08 at any time on or before 30 June 2023 and will otherwise be issued on the terms and conditions set out in 'Annexure A' of this Notice.

Persons to whom securities will	Justyn Stedwell, a Director of the Company, or his nominee.
be issued

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ASX Listing Rule 10.11 Category	Justyn Stedwell is a related party of the Company within listing rule 10.11, by virtue of being a Director of Lifespot Health Limited.

Purpose of the issue	The issue of Options is intended to remunerate and incentivise Justyn Stedwell.

Valuation of the securities	The value of the 1,000,000 Options is $ 61,016 (based on the Black Scholes methodology using the share price as at 16 June 2021, and 112% volatility).

Current remuneration	Excluding the Options the subject of this resolution, Justyn Stedwell’s employer, Automic Group, is entitled to Director’s fees of A$3,500 per month as part of his current director remuneration.

Intended use of funds	No funds will be raised from the issue of Options. If the Options are exercised, funds received will be used to fund clinical trials, for ongoing marketing of the Company’s products, working capital and general corporate costs.

Voting exclusion statement	A voting exclusion statement is included in Resolution 7 of the Notice.

Resolution 8 – Approval of additional capacity to issue Shares under ASX Listing Rule 7.1A

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables certain ‘eligible entities’ to issue equity securities of up to 10% of their issued share capital through placements over a 12-month period commencing after the annual general meeting (Additional Placement Capacity). ASX Listing Rules require that Shareholders approve the Additional Placement Capacity by special resolution, at an annual general meeting before any equity securities are issued under the Additional Placement Capacity.

For the purposes of ASX Listing Rule 7.1A an ‘eligible entity’ is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an ‘eligible entity’. The Additional Placement Capacity is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. Therefore, if the Additional Placement Capacity is approved, the Directors will be allowed to issue equity securities of up to 10% of the Company’s issued share capital pursuant to ASX Listing Rule 7.1A and up to 15% pursuant to ASX Listing Rule 7.1. If the Additional Placement Capacity is not approved, the Directors will still be allowed to issue equity securities of up to 15% of the Company’s issued capital pursuant to ASX Listing Rule 7.1.

The Company seeks Shareholder approval by way of a special resolution to have the ability to issue equity securities under the Additional Placement Capacity should the need arise.

Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of equity securities calculated in accordance with the following formula:

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(A x D) – E

A is the number of fully paid ordinary securities on issue at the commencement of the relevant period:

a) plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
b) plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within ASX Listing Rule 7.2 exception 9 where:
the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
the issue of, or agreement to issue, the convertible securities was approved, or taken under the ASX Listing Rules to have been approved, under ASX Listing Rule 7.1 or 7.4,
c) plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where:
the agreement was entered into before the commencement of the relevant period; or
• the issue of, or agreement to issue, the convertible securities was approved, or taken under the ASX Listing Rules to have been approved, under ASX Listing Rule 7.1 or 7.4,
d) plus the number of fully paid ordinary securities issued in the relevant period with approval of under Listing Rule 7.1 or 7.4;
e) plus the number of any other partly paid ordinary securities that became fully paid in the relevant period;
f) less the number of fully paid ordinary securities cancelled in the relevant period;
g) Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement to issue has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.

ASX Listing Rule 7.3A

In accordance with ASX Listing Rule 7.3A the Company provides the following information.

Any securities issued under the Additional Placement Capacity will be in the same class as existing quoted securities of the Company. As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being Shares (ASX Code: LSH).

The issue price for each security issued under the Additional Placement Capacity will not be less than 75% of the volume weighted average price for securities in that class over the 15 trading days on which trades in that class were recorded immediately before:

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the date on which the price at which the securities are to be issued is agreed; or
if the securities are not issued within 10 trading days of the date above, the date on which the securities are issued.

The issue of equity securities under the Additional Placement Capacity may result in voting dilution of existing ordinary shareholders (as shown in Table 1). There is also the risk that:

the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Meeting; and
the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date.

Equity securities under the Additional Placement Capacity may be issued until the earlier of:

1 year from the date of the Meeting; and
The time and date of the Company’s next annual general meeting; and
the date of approval by ordinary shareholders of a significant change to the Company’s activities under ASX Listing Rule 11.1.2 or the date of approval by ordinary shareholders of a disposal of a major asset under ASX Listing Rule 11.2.

Any approval of the Additional Placement Capacity at this Meeting will cease to be valid in the event that ordinary shareholders approve a transaction under ASX Listing Rule 11.1.2 or 11.2.

The Company may issue equity securities under the Additional Placement Capacity for the following purposes:

cash consideration: to raise funds for working capital, to fund due diligence on potential acquisitions and/or to fund cash consideration for acquisitions.

The Company’s allocation policy for issues under the Additional Placement Capacity is dependent on prevailing market conditions at the time of any proposed issue.

The identity of the allottees of the equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

the methods of raising funds that are available to the Company, including rights issues or other issues in which existing shareholders may participate;
the effect of the issue of the equity securities on the control of the Company;
the financial position of the Company; and
advice from the Company’s advisors.

The allottees under the Additional Placement Capacity have not yet been determined but allottees may include existing shareholders, existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

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Table 1 below shows the dilution of Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2).

The table also shows:

I. two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
II. two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Table 1

Table 1
Variable ‘A’ in Listing Rule 7.1A.2		Dilution
		$0.0475 50% decrease is Issue Price	$0.095 Issue Price	$0.19 100% increase in Issue Price
Variable A - 168,466,957 Shares	10% Voting Dilution	16,846,696 Shares	16,846,696 Shares	16,846,696 Shares
	Funds Raised	$800,218	$1,600,436	$3,200,872
50% increase in Variable A - 252,700,436 Shares	10% Voting Dilution	25,270,044 Shares	25,270,044 Shares	25,270,044 Shares
	Funds Raised	$1,200,327	$2,400,654	$4,801,308
100% increase in Variable A - 336,933,914 Shares	10% Voting Dilution	33,693,391 Shares	33,693,391 Shares	33,693,391 Shares
	Funds Raised	$1,600,436	$3,200,872	$6,401,744

Table 1 has been prepared based on the following assumptions:

Variable A is based on the number of Shares on issue at 7 June 2021.
The Company issues the maximum number of equity securities available under the Additional Placement Capacity.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.
The table shows only the issue of equity securities under the Additional Placement Capacity and not under ASX Listing Rule 7.1.
The issue of equity securities under the additional placement capacity includes only Shares.
The issue price of $0.095 was the closing price of Shares as traded on ASX as at 7 June 2021. This price may fluctuate between the time of preparing this Notice and the date of the Meeting.

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As at the date of this Notice, in the 12 months preceding the date of the Meeting, the Company has issued 10,784,882 Equity Securities under ASX Listing Rule 7.1A representing 12.32% of Equity Securities on issue 12 months prior to the proposed date of the Meeting.

The information below is provided in accordance with ASX Listing Rule 7.3A.6 (b) and details Equity Securities issued under ASX Listing Rule 7.1A by the Company in the 12 months prior to the Meeting.

Table 2 below, details Shares issued under ASX Listing Rule 7.1A by the Company in the 12 months prior to the proposed date of the Meeting. As at the date of the Notice, the Company has raised approximately $533,168 from the issue of Shares under ASX Listing Rule 7.1A in the 12 months prior to the date of the Meeting. As at June 2021 $533,168 of funds raised have been used to fund clinical trials on the Company’s Medihale® inhaler device and other novel cannabinoid inhalational devices, completion of the final stages of a BodyTel Fevertel workplace SaaS solution and ongoing marketing of the Fevertel home and workplace products.

Table 2

Date of Issue	Number and class of securities	Issue Price per unit ($)	Closing Price*	Discount /Premium#	Issued to / basis of issue	Cash / Non- Cash	Funds Raised or current value if non- cash
02/09/20	4,000,000 Ordinary Shares	$0.04	$0.034	17.65%	Cannvalate Pty Ltd	Cash	$160,000.00
13/11/20	6,784,882 Ordinary Shares	$0.055	$0.078	29.49%	M I D Wealth Pty Ltd	Cash	$373,168.51

Closing Price: Closing price of Shares as traded on ASX on Date of Issue.

Discount: % Discount of Issue Price to Closing Price.

It is noted that the Company has not agreed to issue any Equity Securities under ASX Listing Rule 7.1A.1 other than referred to above.

Additionally, the Company has not agreed, before the 12 month period preceding the date of the Meeting, to issue any Equity Securities under ASX Listing Rule 7.1A.2 where such securities remain unissued as at the date of the Meeting.

Resolution 9 – Conditional resolution to hold a spill meeting

Note that this Resolution 9 is a conditional resolution. It will only be put to the meeting if at least 25% of the votes on Resolution 1 are cast against the adoption of the 2020 Remuneration Report. Shareholders voting by proxy should still register their votes on this item.

Resolution 9 will be considered as an ordinary resolution, which means that, to be passed, the resolution requires the approval of a simple majority of the votes cast by or on behalf of shareholders entitled to vote on the matter.

At the 26 June 2020 annual general meeting, more than 25% of the votes cast on the resolution to adopt the 2019 remuneration report were cast against the resolution. If at least 25% of the votes on Resolution 1 are against adopting the Remuneration Report at this year’s Annual general meeting and this Resolution 9 is passed, then the Company must hold a further general meeting (Spill Meeting) within 90 days after the Annual General Meeting to consider the composition of the Board.

Specifically, if Resolution 9 is put to the meeting and passed, all the Company’s Directors who were Directors when the resolution to approve the Directors’ Remuneration Report for the financial year ended 31

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December 2020 was passed, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors. The relevant Directors include Rodney Hannington, Frank Cannavo and Justyn Stedwell. Following the Spill Meeting, those persons whose re-election as Directors is approved will be Directors of the Company.

Each relevant director is eligible, but not required, to seek re-election as a Director of the Company at the Spill Meeting. Consideration should also be given by shareholders that relevant Directors may choose not to offer themselves for re-election.

Holding a Spill Meeting would cause significant disruption to the running of the Company as a result of management distraction and the cost and time involved in organising such a meeting. A Spill Meeting may also have a negative impact on the market value of the Company.

Shareholders should note that if at least 25% of the votes cast on Resolution 1 are against adopting the Remuneration Report at this year’s Annual General Meeting, but Resolution 9 does not pass with more than 50% of the votes cast by or on behalf of shareholders entitled to vote on the matter, the current Board will remain in place, subject to the outcome of Resolution 2.

If this Resolution is passed and a Spill Meeting is required, the date of the Spill Meeting will be confirmed to Shareholders in due course.

The Directors unanimously recommend that shareholders vote against this Resolution.

Nova Taylor Company Secretary On behalf of the Board of Directors Lifespot Health Limited

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GLOSSARY

In the Notice of Meeting and Explanatory Statement the following terms have the following meanings:

AEST means Australian Eastern Standard Time.

Annual Report means the Directors’ Report, Financial Report and Independent Auditor’s Report in respect of the period ended 31 December 2020.

ASX means ASX Limited ACN 008 624 691 or, as the context requires, the Australian Securities Exchange operated by ASX Limited.

Board means the Board of Directors of the Company

Company means Lifespot Health Limited ACN 611 845 820.

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement to this notice of Annual General Meeting.

Meeting means the Annual General Meeting of the Shareholders of the Company to be held on 30 July 2021, to which the Notice of Meeting and Explanatory Statement relate.

Notice or Notice of Meeting means this notice of Annual General Meeting of the Company dated 28 June 2021.

Option means an option to acquire a Share.

Resolution means a resolution referred to in the Notice.

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

Shareholder means a holder of Shares.

Words importing the singular include the plural and vice versa.

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Annexure A Terms and Conditions of Options

a) Each Option entitles its holder to subscribe in cash for one Share.
b) Each Option is exercisable at an exercise price of $0.08, at any time prior to the Expiry Date which is 30 June 2023, by completing an option exercise form and delivering it, together with payment for the number of Shares in respect of which the Option is exercised, to the registered office of the Company. Any Option that has not been exercised prior to the Expiry Date automatically lapses.
c) An Option automatically lapses without any claim against the Company on the occurrence of any of the following events:
a. upon the bankruptcy, liquidation or winding up of the holder or the happening of any other event that results in the holder being deprived of the legal or beneficial ownership of the Option; or
b. upon the liquidation or winding up of the Company for any reason other than by the way of members’’ voluntary winding up.
d) The Company will not apply for official quotation by ASX of the Options.
e) Subject to the Corporations Act, the ASX Listing Rules, and the constitution of the Company, each Option is freely transferable.
f) Shares issued upon the exercise of the Options will rank pari passu with the Company’s existing Shares and will be issued within 5 business day after the date on which the holder exercised the Option.
g) The Company will apply for official quotation by ASX of the Shares issued upon exercise of Options in accordance with the Listing Rules and, subject to any restriction obligations imposed by ASX.
h) The Options will not give any right to participate in dividends unless and until Shares are issued upon exercise of the relevant Options.
i) There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the life of the Option. The Company will ensure that holders will be given at least seven business days’ notice to allow for the exercise of Options prior to the record date in relation to any offers of securities made to Shareholders.
j) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of Options or the rights attaching to the Options or both will be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction.
k) If there is any inconsistency between any of the preceding terms and conditions and the ASX Listing Rules, then the ASX Listing Rules prevail to the extent of the inconsistency.

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Lifespot Health Limited ABN 90 611 845 820

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00 am (AEST) on Wednesday, 28 July 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Lifespot Health Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Lifespot Health Limited to be held online on Friday, 30 July 2021 at 11:00 am (AEST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 5, 6, 7 and 9 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 5, 6, 7 and 9 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Item of business with the exception of Resolution 9 where the Chairman of the Meeting intends to vote against.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 5, 6, 7 and 9 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain	For Against Abstain
Resolution 1 Adoption of Remuneration Report	Resolution 5 Issue of Options to Related Party - Mr. Frank Cannavo
Resolution 2 Re-election of Mr. Rodney Hannington as a Director
	Resolution 6 Issue of Options to Related Party - Mr. Rodney Hannington
Resolution 3 Approve the previous issue of 4,000,000 Shares under Listing Rule 7.1A
	Resolution 7 Issue of Options to Related Party - Mr. Justyn Stedwell
Resolution 4(a) Approve the previous issue of 6,315,118 Shares under Listing Rule 7.1	Resolution 8 Approval of additional capacity to issue shares under ASX Listing Rule 7.1A
Resolution 4(b) Approve the previous issue of 6,784,882 Shares under Listing Rule 7.1A
	Resolution 9 Conditional resolution to hold a spill meeting

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business with the exception of Resolution 9 where the Chairman of the Meeting intends to vote against. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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AI assistant

NEXALIS THERAPEUTICS LTD — AGM Information 2021

65462_rns_2021-06-28_f99804e2-a9ed-4a18-bf83-f377203ed27b.pdf

Lifespot Health Limited ACN 611 845 820 Notice of Annual General Meeting

MEETING DETAILS

Important notes:

1. AGENDA FOR THE MEETING

Item 1 - Financial statements and reports

Item 2 – Ordinary Resolutions

Resolution 1 - Adoption of Remuneration Report

Resolution 2 – Re-election of Mr. Rodney Hannington as a Director

Resolution 3 – Approve the previous issue of 4,000,000 Shares under Listing Rule 7.1A

Resolution 4(a) and (b) – Approve the previous issue of 13,100,000 Shares under Listing Rule 7.1 and 7.1A

Resolution 5: Issue of Options to Related Party - Mr. Frank Cannavo

Resolution 6: Issue of Options to Related Party - Mr. Rodney Hannington

Resolution 7: Issue of Options to Related Party - Mr. Justyn Stedwell

Resolution 8 – Approval of additional capacity to issue shares under ASX Listing Rule 7.1A

Contingent Business

Resolution 9 – Conditional resolution to hold a spill meeting

2. Information for shareholders

Entitlement to attend and vote at the Meeting

Votes

Proxies

Voting by Proxy if appointment specifies way to vote:

Transfer of non – chair proxy to chair in certain circumstances:

Undirected vote – Resolutions 2 to 4 and 8

Direction to Chairman for Resolutions 1 and 5 to 7 and 9

Proxy Forms received later than this time will be invalid.

Questions

EXPLANATORY STATEMENT

Item 1 – Annual Report

Resolution 1: Adoption of remuneration report

Resolution 2: Re-election of Mr. Rodney Hannington as a Director

Resolution 3: Approve the previous issue of 4,000,000 Shares under Listing Rule 7.1A

Background

Information required by ASX Listing Rule 7.5

ASX Listing Rules 7.1, 7.1A and 7.4

Technical information required by Listing Rule 14.1A

Technical information required by Listing Rule 7.5

Resolution 5 – Issue of Options to Related Party - Mr. Frank Cannavo

Chapter 2E of the Corporations Act

ASX Listing Rule 10.11

Information required by ASX Listing Rule 10.13

Chapter 2E of the Corporations Act

ASX Listing Rule 10.11

Information required by ASX Listing Rule 10.13

Resolution 7: Issue of Options to Related Party - Mr. Justyn Stedwell

Chapter 2E of the Corporations Act

ASX Listing Rule 10.11

Information required by ASX Listing Rule 10.13

ASX Listing Rule 7.1A

Formula for calculating 10% Placement Facility

(A x D) – E

D is 10%

ASX Listing Rule 7.3A

Table 1

Table 2

Discount: % Discount of Issue Price to Closing Price.

GLOSSARY

Annexure A Terms and Conditions of Options

Need assistance?

Phone:

Online:

YOUR VOTE IS IMPORTANT

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

Online:

APPOINTMENT OF PROXY

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

By Mail:

By Fax:

PARTICIPATING IN THE MEETING

Corporate Representative

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Lifespot Health Limited hereby appoint

Step 2 Items of Business

NEXALIS THERAPEUTICS LTD AGM Information 2021