NOXOPHARM LIMITED — Proxy Solicitation & Information Statement 2018

Apr 8, 2018

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NOXOPHARM LIMITED

ABN 50 608 966 123

NOTICE OF GENERAL MEETING

TIME : 11.00am (AEST) DATE : Tuesday, 15 May 2018 PLACE : Noxopharm Limited Boardroom Suite 3, Level 4 828 Pacific Highway Gordon NSW 2072 Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, using the contact details on page 9.

LETTER TO SHAREHOLDERS

6 April 2018

Dear Shareholder

General Meeting

On behalf of the Board, I am pleased to invite you to attend the General Meeting of Noxopharm Limited (“Company”).

This meeting will be held at 11.00am (AEST) on Tuesday, 15 May 2018 at:

Noxopharm Limited Boardroom Suite 3, Level 4 828 Pacific Highway Gordon NSW 2072

Enclosed are the following documents:

• Notice of Meeting and Explanatory Statement; and

• Proxy Form for the General Meeting (“GM”).

This Notice of GM contains resolutions relating to the capital raising announced to the ASX on 23 March 2018:

• Approving pursuant to ASX Listing Rule 7.4 the prior issue of Shares on 29 March 2018 to sophisticated and professional investors; and

• Approval to issue Shares to sophisticated and professional investors for the purposes of ASX Listing Rule 7.1.

The Board unanimously recommends that Shareholders vote FOR all Resolutions. Where permitted, the Chairman of the Meeting intends to vote all undirected proxies in favour of the Resolutions in the Notice of GM.

If you are unable to attend the Meeting, I encourage you to appoint a proxy by following the instructions on page 3 of the Notice of Meeting. You may also provide questions or comments in advance of the Meeting, by contacting the Company Secretary, using the details set out on page 9 of the Notice.

We look forward to seeing you at the General Meeting.

Yours faithfully

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Mr Peter Marks Chairman

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CONTENTS PAGE

Notice of General Meeting (setting out the proposed Resolutions)	5
Explanatory Statement (explaining the proposed Resolutions)	7
Glossary	10
Proxy Form	Separate

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out on page 5.

VOTES

Unless a poll is demanded in advance of voting on a Resolution, voting on each Resolution will initially be by way of a show of hands. On a show of hands, each Shareholder present in person or by proxy or, in the case of a body corporate, by a representative, shall have one vote.

On a poll, every Shareholder present in person 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 that Shareholder.

APPOINTING A PROXY

A Shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote at the Meeting on their behalf. A proxy does not need to be a Shareholder of Noxopharm.

If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the percentage or number of votes each proxy can exercise. If the proxy form does not specify the percentage or number of the Shareholder’s votes that each proxy may exercise, each proxy may exercise half of the Shareholder’s votes on a poll. Fractions will be disregarded.

To appoint a proxy online:

• (a) go to https://investor.automic.com.au/#/loginsah;

• (b) enter “Noxopharm Limited” followed by your HIN (Holder Identification Number) or SRN (Shareholder Reference Number) and postcode. If you are an overseas resident, simply enter your country of residence; and

• (c) follow the verification prompts and then select “access”. Proceed to the “Meetings” page to lodge your proxy vote.

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Alternatively, you can appoint a proxy by completing and signing the enclosed proxy form and delivering the form:

• (a) In person to Automic Registry Services at Level 3, 50 Holt Street, Surry Hills, NSW 2012 Australia;

• (b) By post to Automic Registry Services at PO BOX 2226, Strawberry Hills, NSW 2012 Australia; or

• (c) By fax to Automic Registry Services at (+61 2) 8583 3040.

The deadline for receipt of proxy appointments is 11.00am (AEST) on Sunday, 13 May 2018.

Proxy appointments received later than this time will be invalid.

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

Where permitted, the Chairman will vote undirected proxies in favour of all Resolutions.

POWER OF ATTORNEY

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already been provided to the Share Registry.

CORPORATE REPRESENTATIVES

If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

An appointment of corporate representative form may be obtained from Automic by calling 1300 288 664 (local) or +61 2 9698 5414 (international) or online at: https://automic.com.au/forms.html.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting (“GM”) of Shareholders of Noxopharm Limited will be held at Noxopharm Limited Boardroom, Suite 3, Level 4, 828 Pacific Highway, Gordon NSW 2072 Australia on Tuesday, 15 May 2018 at 11.00am (AEST). Registration will open at 10.15am (AEST).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the GM. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

The Directors have determined under Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company at 7.00pm (AEST) on Sunday, 13 May 2018.

AGENDA

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolutions below, which will be proposed as Ordinary Resolutions :

1. RESOLUTION 1 – APPROVAL OF PRIOR ISSUE OF SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS UNDER ASX LISTING RULE 7.4

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify and approve the prior issue of 7,264,966 Shares to certain sophisticated and professional investors at an issue price of A$0.90 per Share, for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

2. RESOLUTION 2 – APPROVAL OF SHARE PLACEMENT TO SOPHISTICATED AND PROFESSIONAL INVESTORS UNDER ASX LISTING RULE 7.1

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 4,735,034 Shares to certain sophisticated and professional investors at an issue price of A$0.90 per Share, for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

DATED: 6 April 2018

BY ORDER OF THE BOARD

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NOXOPHARM LIMITED DAVID FRANKS COMPANY SECRETARY

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Voting Exclusion Statement – Listing Rules

The Company will disregard votes cast on Resolutions 1 and 2 by the persons detailed in the table below.

**Resolution **	Voting Exclusions
Resolution 1 – Approval of Prior Issue of Shares to Sophisticated and Professional Investors under ASX Listing Rule 7.4	The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of: -the persons described in the Resolution, being the persons that participated in the issue of the Shares that are the subject of the Resolution; and -any associates of those persons. However, the Company need not disregard a vote on Resolution 1 if: -it is cast by a 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 Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form authorising him to vote as he decides on the Resolution.
Resolution 2 – Approval of Share Placement to Sophisticated and Professional Investors under ASX Listing Rule 7.1	The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of: -a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company); and -any associates of those persons. However, the Company need not disregard a vote on Resolution 2 if: -it is cast by a 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 Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form authorising him to vote as he decides on the Resolution.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held on Tuesday, 15 May 2018 at 11.00am (AEST).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. BACKGROUND TO RESOLUTIONS 1 AND 2 – ISSUE OF SHARES TO SOPHISTICATED AND PROFESSIONAL INVESTORS

As announced to ASX on 23 March 2018, the Company has successfully conducted a private placement to sophisticated, professional or exempt investors (“Investors”) of 12,000,000 new fully paid ordinary shares in the Company (“Shares”) at an issue price of $0.90 per Share (“Placement”). The Company has issued 7,264,966 Shares (“Tranche 1 Shares”) to the Investors in accordance with Listing Rule 7.1. The issue by the Company of the balance of the Shares (“Tranche 2 Shares”) to the Investors is subject to Shareholder approval. In total, the Placement has raised $10.8 million in new capital (before costs) for the Company.

Funds raised under the Placement will be used to accelerate the clinical development of the Company’s front-line drug, NOX66, as announced to the ASX on 23 March 2018.

The Company is now seeking approval of the issue of the Tranche 1 Shares in accordance with Listing Rules 7.4 and approval to issue the Tranche 2 Shares under Listing Rule 7.1.

ASX Listing Rules, Chapter 7

ASX Listing Rule 7.4

ASX Listing Rule 7.4 provides that, where holders of ordinary securities approve a previous issue of securities made without approval under ASX Listing Rule 7.1, and provided that the previous issue of securities did not breach the 15% limit under ASX Listing Rule 7.1, those securities shall be deemed to have been issued with shareholder approval for the purpose of ASX Listing Rule 7.1.

Pursuant to ASX Listing Rule 7.4, Shareholder approval of the prior issue of the Tranche 1 Shares is sought under Resolution 1 in order to reinstate the Company’s capacity to issue up to 15% of its ordinary issued capital under ASX Listing Rule 7.1, if required, over a 12 month period without seeking further Shareholder approval.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 restricts the number of Equity Securities that an entity can issue or agree to issue without Shareholder approval. Generally, an entity cannot, in any 12-month period, issue a number of Equity Securities which is more than 15% of its fully paid ordinary shares on issue without Shareholder approval (“15% limit”), unless an exception applies. The Company has not exceeded this 15% limit.

Pursuant to ASX Listing Rule 7.1, Shareholder approval to issue the Tranche 2 Shares is sought under Resolution 2.

Resolution 1 – Approval of prior issue of Shares to sophisticated and professional investors under ASX Listing Rule 7.4

Shareholder approval is being sought for the purposes of Listing Rule 7.4 to approve the issue of the 7,264,966 Shares by the Company to Investors in accordance with Listing Rule 7.1 on 29 March 2018.

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ASX Listing Rule 7.5 requires the following information to be provided to Shareholders in relation to Resolution 1:

• (a) The number of securities issued was 7,264,966 Shares;

• (b)

• The Tranche 1 Shares were issued at $0.90 per Share;

• (c) The Tranche 1 Shares are fully paid ordinary shares and rank equally in all respects with the Company’s existing ordinary shares on issue;

• (d) The Tranche 1 Shares were issued to sophisticated, professional or exempt investors, being clients of, and arranged by, Bell Potter Securities Limited. The allottees were not related parties of the Company;

• (e) The Company received $6,538,469.40 (before costs) from the issue of these Tranche 1 Shares. The funds raised will be used to accelerate the clinical development of its front-line drug, NOX66.These funds will allow NOX’s clinical trial program to complete and transition from its current proof-of-concept state, into the final registration trial phase, expanding the NOX66 pre-clinical program to provide essential data on drug action ahead of regulatory submissions; and

• (f) A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

Board recommendation for Resolution 1: The Directors unanimously recommend that Shareholders vote in favour of approving the above issue of Equity Securities. This will enable the Company to retain the flexibility to issue further Equity Securities representing up to 15% of the Company’s share capital under ASX Listing Rule 7.1 during a 12-month period without seeking further Shareholder approval. The Directors intend to vote all their Shares in favour of this Resolution. The Chairman will vote undirected proxies in favour of this Resolution, where permitted.

Resolution 2 – Approval of Share Placement to Sophisticated and Professional Investors under ASX Listing Rule 7.1

Shareholder approval is being sought for the purposes of ASX Listing Rule 7.1 to the issue by the Company of 4,735,034 Shares to Investors.

For the purposes of ASX Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 2:

• (a) The maximum number of securities to be issued is 4,735,034 Shares;

• (b) It is intended that the Tranche 2 Shares will be issued on a single date within one month after the Meeting, and no later than three months after the date of the Meeting;

• (c)

• The Tranche 2 Shares will be issued at price of $0.90 per Share;

• (d) The Tranche 2 Shares will be issued to sophisticated, professional or exempt investors, being clients of, and arranged by, Bell Potter Securities Limited. The allottees will not include related parties of the Company;

• (e) The Tranche 2 Shares will be fully paid ordinary shares and will rank equally in all respects with the Company’s existing ordinary shares on issue;

• (f) The funds raised from the issue of the Tranche 2 Shares will be used to accelerate the clinical development of the Company’s front-line drug, NOX66. These funds will allow NOX’s clinical trial program to complete and transition from its current proof-of-concept state, into the final registration trial phase, expanding the NOX66 pre-clinical program to provide essential data on drug action ahead of regulatory submissions; and

• (g) A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

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Board recommendation for Resolution 2: The Directors believe that the passing of Resolution 2 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 2. The Directors intend to vote all their Shares in favour of this Resolution. The Chairman will vote undirected proxies in favour of this Resolution, where permitted. 2. ENQUIRIES

Shareholders may contact the Company Secretary if they have any queries in respect of the matters set out in these Documents.

David Franks, Company Secretary Noxopharm Limited

c/- Franks & Associates Pty Limited GPO Box 4325 Sydney, NSW 2001

Tel: (+61 2) 9299 9690 Fax: (+61 2) 9251 7455 Email: dfranks@fa.com.au

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3. GLOSSARY

AEST means Australian Eastern Standard Time.

ASX means ASX Limited (ABN 97 008 084 848).

ASX Listing Rules means the Listing Rules of ASX.

Automic means Automic Registry Services or Automic Pty Ltd.

Board means the board of Directors of the Company as constituted from time to time.

Chairman means the chair of the Meeting.

Company or Noxopharm means Noxopharm Limited (ABN 50 608 966 123).

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Documents means each of the Notice, Explanatory Statement and the Proxy Form and all other documents that accompany each other when sent to each Shareholder.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting , GM or Meeting means the meeting convened by the Notice

Equity Securities has the meaning given to that term in Listing Rule 19.

Investors has the meaning given in section 1 of the Explanatory Statement.

Notice means the notice of Meeting that accompanies and forms part of the Documents.

Ordinary Resolution means a resolution passed by more than 50 per cent of the votes at a general meeting of Shareholders.

Placement has the meaning given in section 1 of the Explanatory Statement.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

Share Registry means Automic.

Tranche 1 Shares has the meaning given in section 1 of the Explanatory Statement.

Tranche 2 Shares has the meaning given in section 1 of the Explanatory Statement.

Interpretation

In these Documents, unless the context requires otherwise:

• (a) A reference to a word includes the singular and the plural of the word and vice versa;

• (b) A reference to a gender includes any gender;

• (c) If a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

• (d) A term which refers to a natural person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture or a governmental agency;

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• (e) Headings are included for convenience only and do not affect interpretation;

• (f) A reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

• (g)

• A reference to a thing includes a part of that thing and includes but is not limited to a right;

• (h) The terms “included”, “including” and similar expressions when introducing a list of items do not exclude a reference to other items of the same class or genus;

• (i) A reference to a statute or statutory provision includes but is not limited to:

• (i) A statute or statutory provision which amends, extends, consolidates or replaces the statute or statutory provision;

• (ii) A statute or statutory provision which has been amended, extended, consolidated or replaced by the statute or statutory provision; and

• (iii) Subordinate legislation made under the statute or statutory provision including but not limited to an order, regulation, or instrument;

• (j) Reference to “$”, “a$”, “Australian dollars” or “dollars” is a reference to the lawful tender for the time being and from time to time of the commonwealth of Australia; and

• (k) A reference to an asset includes all property or title of any nature including but not limited to a business, a right, a revenue and a benefit, whether beneficial, legal or otherwise.

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GM Registration Card

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[BARCODE]

Holder Number:

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Vote by Proxy: NOX

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• ✓ ✓ ✓

Complete the form overleaf in accordance with the instructions set out below.

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Holder Number:

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https://automic.com.au/
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NOX – [Internal ID]
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