ONCOSIL MEDICAL LTD — Proxy Solicitation & Information Statement 2024

Aug 19, 2024

ONCOSIL MEDICAL LIMITED

ACN 113 824 141

NOTICE OF EXTRAORDINARY GENERAL MEETING

TIME : 10.30 am (Melbourne time) DATE : Wednesday, 18 September 2024 PLACE : Level 3, 62 Lygon Street, Carlton, Victoria 3053

THIS NOTICE OF EXTRAORDINARY GENERAL 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.

CONTENTS PAGE

CONTENTS PAGE
Time and Place of Meeting and How to Vote	1
Letter from the Chairman	3
Notice of Annual General Meeting	4
Explanatory Memorandum	5

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

Notice is hereby given that the Extraordinary General Meeting of the shareholders of OncoSil Medical Limited ACN 113 824 141 ( Company ) will be held at Level 3, 62 Lygon Street, Carlton, Victoria 3053 at 10.30 am (Melbourne time) on Wednesday 18 September 2024 ( EGM ).

YOUR VOTE IS IMPORTANT

The business of the EGM affects your shareholding, and your vote is important.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Boardroom Pty Limited, GPO Box 3993, Sydney NSW; or

• (b) facsimile to Boardroom Pty Limited, on facsimile number +61 2 9279 9664, or

• (c) in person to Boardroom Pty Limited at Level 8, 210 George Street, Sydney, NSW, or

• (d) online at: https://www.votingonline.com.au/oslegmsep2024

so that it is received not later than 10.30 am (Melbourne time) on 16 September 2024.

Proxy forms received later than this time will be invalid.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X (3) of the Corporations Act, each proxy may exercise one-half of the votes.

Proxy vote 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 it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e., as directed); and

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• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e., as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e., as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• 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

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• 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.

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LETTER FROM THE CHAIRMAN

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Dear Shareholder

I am pleased to invite you to the OncoSil Medical Limited EGM which will be held at Level 3, 62 Lygon Street, Carlton, Victoria 3053 on Wednesday 18 September 2024, commencing 10.30 am (Melbourne time).

Enclosed with the Notice of EGM is your personalised proxy form. The following pages contain details of the items of business that you will be able to vote on at the EGM.

As announced on 25 July 2024, the Company secured the commitment for the placement of approximately 386 million Shares by Pengana High Conviction Equities Fund ( Placement Shares ), a wholesale and sophisticated investor introduced by Forrest Capital Pty Ltd and McFarlane Cameron Pty Ltd (as joint lead managers) ( Placement ). The issue of the 386 million Shares was accompanied by the issue 386 million listed Short Dated Options (ASX:OSLOB) to purchase additional new Shares ( Placement Options ).

The Placement Shares were issued on 26 July 2024 and the Placement Options on 7 August 2024 and both were issued out of the Company's existing Listing Rule 7.1 and 7.1A capacity. The resolution contained in this Notice deals with the proposed ratification of the Placement Shares and Placement Options already issued under the Placement.

If you are unable to attend in person, please ensure that you fill and return your personalised proxy form which has been delivered by mail or electronically.

Yours sincerely,

Mr Douglas Cubbin Chairman 20 August 2024

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the EGM of shareholders of the Company will be held Level 3, 62 Lygon Street, Carlton, Victoria 3053 on Wednesday 18 September 2024, commencing at 10.30 AM.

The Explanatory Memorandum to this Notice of EGM provides information on matters to be considered at the EGM. The Explanatory Memorandum and the proxy form are part of this Notice of EGM.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the EGM are those who are registered shareholders of the Company at 7.00 pm on 16 September 2024. Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary.

AGENDA - GENERAL BUSINESS

Resolution – Ratification of prior issue of Placement Shares and Placement Options

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That for the purposes of Listing Rule 7.4 and for all other purposes, approval is given to ratify the issue to Pengana High Conviction Equities Fund of 385,714,286 Shares and 385,714,286 listed Short Dated Options (ASX code OSLOB) in accordance with the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion Statement appears below. As required by the ASX Listing Rules:

Resolution : Voting exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved; or (b) by any associate of that person. However, the Company need not disregard a vote cast in favour of the Resolution by: (c) 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; (d) 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 (e) a shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution, and (ii) the shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way.

Dated 20 August 2024

BY ORDER OF THE BOARD

Christian Dal Cin Company Secretary

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted as the EGM of the Company, to be held as a physical (in person) meeting on 18 September 2024, commencing at 10.30 am (Melbourne time).

The purpose of this Explanatory Memorandum is to provide information that the directors believe to be material to Shareholders in deciding whether or not to pass the Resolution in the Notice of EGM.

RESOLUTION – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES AND PLACEMENT OPTIONS

2.1 General

As announced on 25 July 2024, the Company had secured commitments for the subscription of a total of 385,714,286 New Shares at an issue price of $0.007 per New Share, accompanied by 385,714,286 free attaching listed Short Dated Options ( OSLOB ) to Pengana High Conviction Equities Fund ( Investor ), to raise $2.7 million before costs ( Placement Shares and Placement Options , respectively) The Placement Shares were issued to the Investor on 26 July 2024 and the Placement Options were issued to the Investor on 7 August 2024.

2.2 ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities (the subject of the ratification) will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1 – and thus "refresh" the Company's capacity under ASX Listing Rule 7.1.

By ratifying this issue of the Shares and Options the subject of the Placement (as noted above), the Company will retain the flexibility to issue equity securities in the future, namely:

• (a) the issue of the 385,714,286 Shares will be excluded in calculating the Company's 15% annual placement capacity set out in ASX Listing Rule 7.1., and

• (b) the issue of the 385,714,286 Options will be excluded in calculating the Company's 15% annual placement capacity set out in ASX Listing Rule 7.1

2.3 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Placement of the Shares and Options using the capacity allowed under Listing Rule 7.1:

With respect to the Resolution

• (i) The name of the persons to whom the Company issued or agreed to issue the securities or the basis on which the persons were identified or selected:

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Pengana High Conviction Equities Fund ( Pengana ), a wholesale and sophisticated investor (as defined in sections 708(8) and 708(11) of the Corporations Act) introduced by Forrest Capital Pty Ltd and McFarlane Cameron Pty Ltd (as joint lead managers). Pengana is not a related party (within the meaning of section 228 of the Corporations Act) of the Company.

• (ii)

Number and class of securities issued or agreed to be issued:

385,714,286 fully paid ordinary shares in the Company ( Placement Shares ) and 385,714,286 listed options ASX code OSLOB ( Placement Options ).

(iii) If the securities are not fully paid ordinary securities, a summary of the material terms of the securities:

The Placement Shares are fully paid ordinary shares and the Placement Options are in the same class as additional listed options of the Company under the ASX code OSLOB (further details in Annexure A).

(iv) Date which the securities were issued:

Placement Shares 26 July 2024 Placement Options 7 August 2024.

• (v) The issue price or other consideration the Company has received or will receive for the issue of the securities:

The Placement Shares were issued at $0.007 each, making the total amount to be received in subscription funds of $2,700,000. The Placement Options were issued as free attaching options to the Placement Shares and as such there were no subscription funds received for the issue of the Placement Options. However, if all the Placement Options are exercised, that exercise will result in an increase in the cash resources of the Company of approximately $3,471,430.

(vi) The purpose of the issue, including the intended use of the funds raised by the issue:

Funds from the Placement Shares subscribed are to be applied towards:

• Support commercialisation and accreditation from regulatory bodies for the OncoSil[TM] device;

• Fund clinical trials to expand the use of the OncoSil[TM] device in combination with FOLFIRINOX chemotherapy and other trials;

• Progress manufacturing and supply chain optimisation with completion of the next milestone and validation of the facility at Macquarie Park, NSW, and

• Fund clinical trials to expand the use of the current label for the OncoSil[TM] device;

• General working capital.

If the Resolution is approved, the Company will refresh its ability to issue 431,597,613 securities under Listing Rule 7.1 without seeking Shareholder approval.

If the Resolution is not approved, the ability of the Company to issue securities under Listing Rule 7.1 without seeking Shareholder approval will be limited to the remaining securities allowed (under its Listing Rule 7.1) following the issue of the above-mentioned Placement Shares and Placement Options. This will effectively decrease the number of equity securities the Company can issue without Shareholder approval over the 12 months following the date of the issue by 431,597,613 securities (unless subsequently refreshed).

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Board Recommendation

The Company’s Board believes that an issue of the Placement Shares and the issue of the Placement Options (the subject of the Resolution) to the Investor on the terms described in this Explanatory Memorandum are both of significant benefit to the Company. The Directors unanimously recommend that Shareholders vote in favour of the Resolution.

FURTHER INFORMATION

The Directors are not aware of any other information which is relevant to the consideration by members of the proposed resolution set out in the notice of extraordinary general meeting.

The Directors recommend members read these explanatory notes in full and, if desired, seek advice from their own independent financial or legal adviser as to the effect of the proposed resolution before making any decision in relation to the proposed resolution

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GLOSSARY

Extraordinary General Meeting or Meeting means the meeting convened by this Notice.

ASX means ASX Limited.

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

Board means the Board of Directors.

Chair means the chair of the Meeting.

Company or OncoSil Medical means OncoSil Medical Ltd ABN 89 113 824 141.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Placement means the subscription announced on the ASX on 25 July 2024 of a total of approximately 386 million Shares by Pengana High Conviction Equities Fund, a wholesale and sophisticated investor (as defined in sections 708(8) and 708(11) of the Corporations Act) (or their eligible nominees) introduced by Forrest Capital Pty Ltd and McFarlane Cameron Pty Ltd (as joint lead managers).

Prospectus means the prospectus dated 7 August 2024 issued by the Company (and published on the ASX Markets Announcement Platform).

Proxy Form means the proxy form accompanying the Notice.

Resolution means the resolution set out in the Notice.

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

Shareholder means a holder of a Share.

Short Dated Option or the Placement Options means listed options which traded under the ASX code OSLOB to purchase a Share with an exercise price of $0.009 and an Expiry Date of 30 June 2025 and otherwise on the terms included as Annexure A of this Notice.

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Annexure A - Terms and Conditions for Short Dated Options

Each option specified in this certificate ( New Options ) entitles the holder ( Option Holder ) to subscribe for and be issued one fully paid ordinary share ( Share ) in OncoSil Medical Limited ACN 113 824 141 ( Company ) on the following terms:

1. Subject to clause 2 below and also any restrictions imposed by the ASX Limited ( ASX ), each Option is exercisable at any time until and including their expiry date, namely 5 pm on 30 June 2025 ( Expiry Date ). Any New Options not exercised by the Expiry Date will automatically lapse at 5 pm (AEST) on the Expiry Date.

2. The New Options may be exercised for part or all of the New Options by the Option Holder giving written notice ( Notice of Exercise ) to the Company at its registered office prior to the Expiry Date together with payment in full of the exercise price of $0.009 per Share ( Exercise Price ).

3. A Notice of Exercise with payment of the Exercise Price may be given at any time prior to the Expiry Date.

4. On issue of the Shares from exercise of an Option, the Company must seek quotation on or before the date of issue, quotation of the resulting Shares under the ASX Listing Rules ( ASX Listing Rules ) and:

5. (a) allot to the Option Holder one Share in the Company for each Option exercised by the Option Holder;

6. (b) cause to be despatched to the Option Holder the relevant acknowledgement of issue, a holding statement or share certificate (as applicable) as soon as is reasonably practicable detailing the issue of the relevant Share/s; and

7. (c) issue (if applicable) a new holding statement (or option certificate) for the balance of the New Options that remain unexercised.

8. Shares allotted on the exercise of New Options will rank equally in all respects with the then existing issued ordinary fully paid shares in the capital of the Company (except in respect to any dividends which shall have been declared but not yet distributed before the actual exercise of an Option) and will be subject to the provisions of the Constitution of the Company.

9. The New Options are transferable by an Option Holder on market in accordance with the ASX Listing Rules (so long as the Options are quoted on the ASX), and if not quoted on the ASX, by written notice to the Company.

10. If any reorganisation (including consolidation, subdivision, reduction, return or cancellation) of the issued capital of the Company occurs before the expiry of any New Options, the number of New Options to which each Option Holder is entitled or the Exercise Price of his or her New Options or both must be reorganised in accordance with the ASX Listing Rules applying to a reorganisation at the time of the reorganisation (which adjustment formula will apply even where the Company is not admitted to the ASX Official List).

11. An Option does not confer the right to participate in new issues of capital offered to holders of Shares ( Rights Entitlement ) during the currency of the New Options without exercising the New Options. However, the Company will use reasonable endeavours to procure that for the purpose of determining Rights Entitlements to any such issue, the Option Holder is to receive at least 2 days written notice from the Company of the pending closing or record date and sufficient time for the Option Holder to exercise the New Options prior to that closing or record date in order to qualify for the participation in the Rights Entitlement.

12. In the event of the liquidation of the Company, all unvested or unexercised New Options will lapse upon the occurrence of that liquidation.

13. The New Options do not provide any entitlement to dividends paid to ordinary shareholders.

14. The New Options do not entitle the Option Holder to vote at any meeting of shareholders.

15. To the extent (if any) that any of these Option Terms and Conditions are inconsistent with or contrary to the ASX Listing Rules, the ASX Listing Rules provisions will prevail and these Option Terms And Conditions are deemed to incorporate the relevant ASX Listing Rules provisions as an amendment to these terms.

16. These Terms and Conditions are governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

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All Correspondence to:

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

• By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:30am AEST on Monday, 16 September 2024.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/oslegmsep2024 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities, your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:30am AEST on Monday, 16 September 2024. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

• Online https://www.votingonline.com.au/oslegmsep2024

• By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

• In Person Boardroom Pty Limited Level 8, 210 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting, please bring this form with you to assist registration .

OncoSil Medical Limited

ACN 113 824 141

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of OncoSil Medical Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held at the offices of Acclime, Level 3, 62 Lygon Street, Carlton, VIC, 3053 on Wednesday, 18 September 2024 at 10:30am AEST and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business. If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that item.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

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For Against Abstain
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Resolution 1 Ratification of prior issue of Placement Shares and Placement Options

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STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Director
Sole Director and Sole Company Secretary Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2024
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