Notice of Annual General Meeting/Proxy Form
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Pure Foods Tasmania Limited
(ACN 112 682 158)
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of Pure Foods Tasmania
Limited (ACN 112 682 158) (Company) will be held at the Level 2, 179 Murray Street,
Hobart in Tasmania on Thursday 21 May 2026 at 10.00am (AEST).
This Notice of Annual General Meeting and Explanatory Statement should be read in its
entirety. If Shareholders are in doubt as to how they should vote, they should seek
advice from their accountant, solicitor or other professional adviser without delay.
If you are unable to attend the Meeting, please complete the form of proxy enclosed and
return it in accordance with the instructions set out on that form.
Further details in respect of each of the resolutions proposed in this Notice of General Meeting
(Notice of Meeting) are set out in the Explanatory Memorandum accompanying this Notice of
Meeting. Details of the resolutions contained in the Explanatory Memorandum should be read
together with, and form part of, this Notice of Meeting.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations
2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as
Shareholders of the Company on 19 May 2026 at 10.00am (AEST).
Terms and abbreviations used in the Notice of Meeting are defined in the definitions section.
AGENDA
Financial Report, Directors Report and Auditors Report
To receive and consider the financial report of the Company and the reports of the Directors and
auditors prepared in accordance with the Corporations Act 2001 for the year ending 30 June 2025,
which includes the Financial Reports, the Directors' Reports and the Auditor's Reports.
Neither the Corporations Act 2001 nor the Company’s constitution requires a vote of shareholders
on the reports or statements. However, shareholders will be given the opportunity to ask questions
or make comments on the reports and statements at the meeting.
Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary
resolution the following:
"That the Remuneration Report as contained in the Company’s Annual Report be adopted
and approved by Shareholders for the year ended 30 June 2025 on the terms and
conditions in the Explanatory Memorandum."
Note – (a) In accordance with section 250R of the Corporations Act, the vote on this
resolution is advisory only and does not bind the Directors or the Company.
(b) A voting exclusion statement applies to this Resolution (see Explanatory Notes for
details).
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Resolution 2 – Re-election of Mr Malcolm McAully as a Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, Malcolm James McAully who retires at this AGM as a Director in accordance with
article 7.2(b)(iv) of the Constitution and Listing Rule 14.5, and who is eligible for re-election,
be re-elected as a Director of the Company”
Details of Malcolm James McAully are set out in the Explanatory Memorandum to this Notice of
Meeting.
Resolution 3 – Ratification of prior issue of Placement Shares and
Options (refresh placement capacity)
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution the
following:
“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders
ratify the issue of 16,344,421 shares at $0.02 per share and the issue of 16,344,421
Options under and for the purposes Listing Rule 7.1 as described in the Explanatory
Memorandum.”
Note: A voting exclusion statement applies to this Resolution (see Explanatory Notes for details).
Resolution 4 – Approval of proposed issue of Elato Consideration
Shares to Elato vendor (or nominee)
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution the
following:
“That, for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval be
given for the issue of 1,612,903 Shares at $0.031 per share as described in the
Explanatory Memorandum.”
Note: A voting exclusion statement applies to this Resolution (see Explanatory Notes for details).
Resolution 5 – Approval of proposed issue of Shares and Options to
Elato vendor (or nominee)
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution the
following:
“That, for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval be
given for the issue of up to 6,666,666 Shares at $0.03 per share and 1,428,571 Options as
described in the Explanatory Memorandum”.
Note: A voting exclusion statement applies to this Resolution (see Explanatory Notes for details).
Resolution 6 – Approval of proposed issue of Shares to BFA (or
nominee)
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution the
following:
“That, for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval be
given for the issue of up to 2,857,143 Shares at $0.035 per share as described in the
Explanatory Memorandum”.
Note: A voting exclusion statement applies to this Resolution (see Explanatory Notes for details).
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Resolution 7 – Approval of proposed issue of BFA Consideration
Shares to BFA (or nominee)
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution the
following:
“That, for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval be
given for the issue of 7,500,000 Shares at $0.04 per share 1 as described in the
Explanatory Memorandum.”
Note: A voting exclusion statement applies to this Resolution (see Explanatory Notes for details).
Resolution 8 – Approval of proposed issue of Shares to BFA (or
nominee)
To consider and, if thought fit, to pass, with or without amendment, as an ordinary resolution the
following:
“That, for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval be
given for the issue of up to 6,666,666 Shares at $0.03 per share as described in the
Explanatory Memorandum”.
Note: A voting exclusion statement applies to this Resolution (see Explanatory Notes for details).
Resolution 9 - Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution the
following:
"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of Equity Securities totalling up to 10% of the issued
capital of the Company at the time of issue, calculated in accordance with the formula
prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory
Memorandum."
Note: A voting exclusion statement applies to this Resolution (see Explanatory Notes for details).
By Order of the Board
Justin Hill
Company Secretary
Pure Foods Tasmania Limited
17 April 2026
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PURE FOODS TASMANIA LIMITED
A C N 1 1 2 6 8 2 1 5 8
EXPLANATORY MEMORANDUM
1 Introduction
This Explanatory Memorandum has been prepared for the information of the shareholders of Pure
Foods Tasmania Limited (ACN 112 682 158) (Company) in connection with the resolutions to be
considered at the Annual General Meeting to be held at Level 2, 179 Murray Street, Hobart,
Tasmania on Thursday, 21 May 2026 commencing at 10.00am (AEST).
The purpose of this Explanatory Memorandum is to provide Shareholders with all information
known to the Company which is material to a decision on how to vote on the Resolutions in the
accompanying Notice of Meeting.
This Notice and Explanatory Memorandum should be read in its entirety. If Shareholders are in
doubt as to how to vote, they should seek advice from their professional adviser prior to voting. The
Explanatory Memorandum includes the following information to assist Shareholders in deciding how
to vote on the Resolutions:
Section 1 Introduction
Section 2 Action to be taken by Shareholders
Section 3 Financial Report, Directors Report and Auditors Report
Section 4 Resolution 1 – Remuneration Report
Section 5 Resolution 2 – Re-election of Director
Section 6 Resolution 3 – Ratification of prior issue of Placement Shares and
Options (refresh placement capacity)
Section 7 Resolution 4 – Approval to issue Elato Consideration Shares to
vendor of Elato Ice Cream business (or nominee)
Section 8 Resolution 5 – Issue of Shares and Options to Elato vendor (or
nominee)
Section 9 Resolution 6 – Issue of Shares to BFA (or nominee)
Section 10 Resolution 7 – Approval to issue BFA Consideration Shares to BFA
(or nominee)
Section 11 Resolution 8 – Issue of Shares to BFA (or nominee)
Section 12 Resolution 9 – Approval of 10% Placement Facility
2 Action to be taken by Shareholders
Shareholders should read the Notice of Meeting including the Explanatory Memorandum carefully
before deciding how to vote on the Resolutions.
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2.1 Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2 Proxies
(a) Voting by proxy
A Proxy Form is attached to the Notice of Meeting. This is to be used by Shareholders if they
wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited
and encouraged to attend the Meeting or, if they are unable to attend in person, sign and
return the Proxy Form to the Company in accordance with the instructions thereon.
Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the
Meeting in person.
Please note that:
(i) a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(ii) a proxy need not be a member of the Company; and
(iii) a member of the Company entitled to cast two or more votes may appoint two
proxies and may specify the proportion or number of votes each proxy is appointed
to exercise, but where the proportion or number is not specified, each proxy may
exercise half of the votes.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy
Forms.
(b) 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:
(i) 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
(ii) 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).
(c) Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
(i) 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;
(ii) the appointed proxy is not the chair of the meeting;
(iii) at the meeting, a poll is duly demanded on the resolution; and
(iv) either the proxy is not recorded as attending the meeting or 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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3 Annual Report
In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity
to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's
Report for the financial year ended 30 June 2025.
There is no requirement for Shareholders to formally resolve to approve the Annual Reports.
At the Meeting, Shareholders will be offered the opportunity to:
(a) discuss the Annual Report which is available online at the Company's ASX announcements
portal;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and content of
the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the Chair about the management
of the Company, or to the Company's auditor about:
(d) the preparation and content of the Auditor's Report;
(e) the conduct of the audit;
(f) accounting policies adopted by the Company in relation to the preparation of the financial
statements; and
(g) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the Meeting to the Company Secretary at the
Company's registered office.
4 Resolution 1: Remuneration Report
4.1 Background
The Remuneration Report for the financial year ended 30 June 2025 is included in the Company’s
2025 Annual Report and sets out the Company’s remuneration arrangements for Key Management
Personnel (including Directors).
In accordance with subsection 250R(2) of the Corporations Act, the Company must put the
Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration
Report which sets out the remuneration policy for the Company and the remuneration arrangements
in place for the executive Directors, specified executives and non-executive Directors.
In accordance with subsection 250R(3) of the Corporations Act, this resolution is advisory only and
does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter
any of the arrangements in the Remuneration Report.
If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two
consecutive annual general meetings, Shareholders will have the opportunity to remove the whole
Board, except the managing director (if any).
Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general
meetings, the Company will be required to put to Shareholders at the second annual general meeting
a resolution on whether another meeting should be held (within 90 days) at which all Directors (other
than the managing director, if any) who were in office at the date of approval of the applicable
Directors' Report must stand for re-election.
Please note if the Remuneration Report receives a Strike at this Meeting and if a second Strike is
received at the subsequent annual general meeting, this may result in the re-election of the Board.
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The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or
comment on the Remuneration Report.
This resolution is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of this resolution. If the
Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to
vote on this resolution, by signing and returning the Proxy Form, you are considered to have provided
the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance
with the Chairperson's intention, even though the resolution is connected directly or indirectly with
the remuneration of a member of the Key Management Personnel.
The Company values shareholder feedback and the Board and the Board Nomination and
Remuneration Committee will take the outcome of the vote into account when considering future
remuneration policies.
4.2 Voting exclusion
In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of either of the following persons:
(a) a member of the Key Management Personnel details of whose remuneration are included
in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a vote may be cast by such person if the vote is not cast on behalf of a person who is
excluded from voting on this Resolution, and:
(a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on
this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way
the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the
proxy even if this Resolution is connected with the remuneration of a member of the Key
Management Personnel.
4.3 Directors’ Recommendation
The Board unanimously recommend that Shareholders vote FOR this resolution.
5 Resolution 2: Re-election of Malcolm James
McAully as a Director
5.1 Background
Article 7.2(b) of the Company’s Constitution and ASX Listing Rule 14.5 provides there must be an
election of Directors at each annual general meeting of the Company.
No Director is currently required to resign under the Company’s Constitution. Therefore, clause
7.2(b)(iv) of the Constitution provides that if no person or Director is standing for election or re-
election in accordance with the Constitution, any Director may retire and stand for re-election.
Accordingly, Malcolm McAully has offered to retire and stand for re-election.
Mr McAully was appointed to the Board as the Non-Executive Chair on 28 April 2020 and
appointed as Executive Chair on 28 August 2024.
Malcolm McAully is an experienced company director having held roles over a diverse range of
industry backgrounds including financial services, energy generation, waste management,
agribusiness, technology manufacturing, human resource management, property development and
food manufacturing.
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Malcolm was the Chairman of ASX Listed Pinnacle VRB (ASX: PCE) from 2004 to 2005 and
remained Chairman when the company (following an acquisition) changed its name to Cougar
Energy Limited (ASX: CXY) until 2013 when he resigned. Malcolm is also Chairman of Chaucer
Energy Limited and several privately owned companies.
Malcolm has held various executive management positions including National Manager of MLC Life
when owned by the Lend Lease Group. He holds an MBA and qualifications in accounting,
business management, mediation, turn around management and GAICD. Mr McAully’s primary
focus is on strategic development, financial performance, corporate governance and investor
relations.
5.2 Directors’ Recommendation
The Board (with Malcolm James McAully abstaining), unanimously recommend that Shareholders
vote FOR this resolution.
6 Resolution 3: Ratification of prior issue of Placement Shares
and Placement Options (refresh placement capacity)
6.1 Background
On 1 September 2025 the Company announced, amongst other things,
(a) the issue of 127,500,000 Shares at $0.02 per Share and 127,500,000 Options, as
approved at the Company’s EGM; and
(b) the issue of 19,925,000 Shares at $0.02 per Share and 19,925,000 Options.
The Company subsequently disclosed in its “Appendix 3B – Proposed issue of securities” on 24
September 2025 that it had issued in aggregate of 154,315,605 Shares at $0.02 per Share and
154,315,605 Options. As disclosed in the Company’s announcement on 29 January 2026, the
154,315,605 Shares and 154,315,605 Options included an additional 6,890,605 Shares and
6,890,605 Options compared to the announcement on 1 September 2025. The additional Shares
and Options were issued as the Company become aware that it also needed to convert the
accrued interest payable in respect of the $1.19m in shareholder loans that were converted from
debt to equity (as approved at the Company’s EGM) into Shares and Options.
PFT now seeks to ratify under LR 7.4 the issue of 16,344,421 Shares at $0.02 per Share
(Placement Shares) and 16,344,421 Options (Placement Options) issued pursuant to the
Company’s LR 7.1 placement capacity. The Placement Shares and Placement Options were
issued on 24 September 2025 and are subject to voluntary escrow for a period of 12 months from
their issue date.
Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of
the Placement Shares and Placement Options issued under Listing Rule 7.1.
6.2 Listing Rules 7.1 and 7.4
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.
The issue of the Placement Shares and Placement Options does not fit within any of the
exceptions to Listing Rules 7.1 and, as it has not yet been approved by Shareholders, effectively
uses up part of the Company's placement capacity under Listing Rules 7.1. This reduces the
Company's capacity to issue further Equity Securities without Shareholder approval under those
Listing Rules for the 12 month period following the issue of the Placement Shares and Placement
Options.
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The Company wishes to retain flexibility to issue additional Equity Securities into the future without
having to obtain Shareholder approval for such issues under Listing Rules 7.1.
If Resolution 3 is passed, the issue of the 16,344,421 Placement Shares and the 16,344,421
Placement Options will be excluded in calculating the Company's 15% limit in Listing Rule 7.1,
effectively increasing the number of Equity Securities the Company can issue without Shareholder
approval over the 12 month period following the issue date.
In the event that Resolution 3 is not passed, the 16,344,421 Placement Shares and the 16,344,421
Placement Options will continue to be included in the Company’s 15% limit under Listing Rule 7.1,
effectively decreasing the number of Equity Securities the Company can issue or agree to issue
without obtaining prior Shareholder approval to the extent of 32,688,842 Equity Securities for the
12 month period following the issue of those Placement Shares and Options.
6.3 Information required by ASX Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation
to the ratification of the issue of the Placement Shares and Placement Options:
(a) the Placement Shares and Placement Options were issued to sophisticated investors, who
at the time of issue were not a related party of the Company or a Material Investor. As
announced on 27 August 2025, Jon Kontopos and Matthew James Abrahams, through the
controlled entity, Australian Food Export Investments Pty Ltd entered in an agreement to
acquire 20,000,000 Shares at $0.02 per Share and 20,000,000 Options in the Company for
$400,000.00. Australian Food Export Investments Pty Ltd is now a substantial shareholder
in the Company.
(b) the lead manager of the issue was Novus Capital Limited, and the fee, commission or other
consideration payable was 6% of the capital raised by Novus Capital Limited;
(c) a total of 16,344,421 Placement Shares and the 16,344,421 Placement Options were issued
on 24 September 2025 within the 15% annual limit permitted under Listing Rule 7.1, without
the need for Shareholder approval;
(d) the 16,344,421 Placement Shares issued were fully paid ordinary shares in the capital of the
Company and rank equally in all respects with the Company's existing Shares on issue;
(e) the 16,344,421 Placement Shares were issued at $0.02 per Share and raised $326,888
(before costs) being 16,344,421 Shares multiplied by $0.02 per Share;
(f) the 16,344,421 Placement Options were issued for no consideration with an exercise price of
$0.05 and an expiration date of 2 years from the issue date and on the further terms as set
out in Schedule 1 of this Notice of Meeting;
(g) the proceeds from the issue of the Placement Shares are intended to be used towards:
(i) reduction in debt; and
(ii) to assist with working capital of the Company;
(h) the option holders can elect to convert the Placement Options to Shares during the 24
months period from 24 September 2025 to 23 September 2027 in accordance with the terms
set out in Schedule 1 of this Notice of Meeting;
(i) each option converts into one ordinary Share;
(j) the exercise price of each option is $0.05; and
(k) if all the issued Placement Options are exercised 16,344,421 Shares would be issued; and
(l) there are no other material terms of the agreements for the issue of the Placement Shares
and Placement Options other than
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i. the Placement Shares are subject to voluntary escrow for a period of 12 months from
the date of issue; and
ii. subject to the Company giving ASX a notice that complies with section 708A(5)(e) of
the Corporations Act 2001 (Cth), the issue of any Shares on the exercise of the
Placement Options will be freely tradeable; and
(m) a voting exclusion statement is set below in section 6.4.
6.4 Voting exclusion
The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:
(a) any person who participated in the issue; or
(b) any associate of that person or those persons.
However, the Company will not disregard a vote if it is cast by:
(a) a person as proxy or attorney for another 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
(b) the Chair 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
(c) a holder 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 holder that the beneficiary is
not excluded from voting, and are not an associate of a person excluded from
voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
6.5 Directors’ Recommendation
The Board unanimously recommend that Shareholders vote FOR this resolution.
7 Resolution 4 Approval to issue Elato Consideration Shares
to vendor of Elato Ice Cream business
7.1 Background
The Company announced on 25 November 2025 it had entered into an agreement to acquire the
Elato Ice Cream business. Under the agreement, the Company acquires all intellectual property,
brand assets, stock, business name and contracts relating to Elato Ice Cream business for an initial
1,612,903 Shares issued $0.031 representing $50,000.00 (Elato Consideration Shares), subject
to having the issue approved by Shareholders. The acquisition agreement contains customary
terms for a transaction of this type. The Shares issued will be subject to voluntary escrow for 12
months from the issue date.
As set out in the company’s announcements on 25 November and 26 November 2025, up to an
additional 4,000,000 Shares are to be issued to the vendors of the business based on performance
of the Ice Cream Division and achieving a number of performance criteria being satisfied as set out
in the table below.
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Number of
Shares
Date or period when performance
criteria is measured
Performance criteria
1 500,000 12 months after the completion date
under the acquisition agreement
(“Completion Date”)
The continuous provision of consulting
services by the Seller to the Buyer
2 500,000 24 months after the Completion Date The continuous provision of consulting
services by the Seller to the Buyer
3 1,000,000 The period commencing on the date
that is 12 months after the date of
Completion and ending on the date
that is 36 months after the date of
Completion
The total revenue generated over the
most recent 12-month period meeting the
agreed target with a gross margin of at
least 20%
4 1,500,000 As set out in row 3 above. As set out in row 3 above.
5 500,000 As set out in row 3 above. As set out in row 3 above.
The sale and purchase agreement also provides for the issue of 6,666,666 Shares at $0.03 per
Share and 1,428,571 Options on the terms set out in Schedule 1 except that the Exercise Price of
the Options is $0.07 (rather than $0.05 as set out in paragraph (b) of Schedule 1) with a 2 year
expiry from the date of issue, subject to having the issue approved by Shareholders. The
proposed issue of these Shares and Options is described further in Resolution 5 below.
7.2 Listing Rule 7.1
The proposed issue of the Elato Consideration Shares falls within exception 17 of Listing Rule 7.2
which excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue equity
securities that is conditional on the holders of its ordinary securities approving the issue under
Listing Rule 7.1 before the issue is made. The proposed issue therefore requires the approval of
Shareholders under Listing Rule 7.1.
If this Resolution 4 is passed, the Company will be able to proceed with the issue. In addition, the
issue will be excluded from the calculation of the number of equity securities that the Company can
issue without Shareholder approval under Listing Rule 7.1.
In the event that Resolution 4 is not passed, the Company will not be able to proceed with the issue
of the 1,612,903 Shares. If the Company is unable to proceed with the issue it may need to
renegotiate the terms of the agreement to acquire the Elato Ice Cream business and may not be
successful in acquiring the business.
7.3 Information required by ASX Listing Rule 7.3
Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation
to the approval of issue of the Elato Consideration Shares:
(a) 1,612,903 Elato Consideration Shares will be issued to the vendor of the Elato Ice Cream
business, namely Elato Pty Ltd (ABN 95 639 744 700) (Elato Vendor). The Elato Vendor is
controlled by the founders of the Elato Ice Cream business, namely Roz Kaldor-Aroni and
Benni Aroni (or its nominee(s));
(b) 1,612,903 Elato Consideration Shares will be fully paid ordinary shares in the capital of the
Company issued on the same terms and conditions as the Company’s existing Shares;
(c) the Company expects to issue the Elato Consideration Shares within 5 Business Days of the
Annual General Meeting. In any event the Company will not issue any Shares later than 3
12
months after the date of the Meeting (or such later date permitted by any ASX waiver or
modification of the Listing Rules);
(d) the Shares will be issued at $0.031 per
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