Full Press Release Details
ALTERITY THERAPEUTICS LIMITED
of Extraordinary General Meeting
and Explanatory Memorandum
| Time and Date of Meeting: | 10:00 am (AEST) on Friday 12 April 2024 |
| Registration from 9:30 am | |
| Location: | Level 3, 62 Lygon Street, Carlton, Victoria, 3053 |
| Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chairman before 10:00 am (AEST) Wednesday 10 April 2024. Instructions for lodging proxies are included on your personalised proxy form, or in the link that you received if you provided an email address. Alternatively, you are able to vote ahead of the Meeting via www.investorvote.com.au/Login using the control number 103633. |
| If you wish to appoint a proxy other than the Chairman to attend the meeting in person, please contact the Company Secretary, Mr Phillip Hains, by email at info@alteritytherapeutics.com , with subject header: "Attention to Company Secretary", at least 2 business days before the meeting so appropriate arrangements can be made. |
| This is an important document. It should be read in its entirety. |
| If you are in doubt as to the course you should follow, consult your financial or other professional adviser. |
ALTERITY THERAPEUTICS LIMITED
that the Extraordinary General Meeting of Alterity Therapeutics Limited ("the Company" or "Alterity")
will be held at 10:00 am (AEST) on Friday 12 April 2024, for the purposes of considering and, if thought fit, passing each of the resolutions
referred to in this Notice of Extraordinary General Meeting.
in respect of each of the resolutions proposed in this Notice of Extraordinary General Meeting are set out in the Explanatory Memorandum
accompanying this Notice of Extraordinary General Meeting. The details of the resolutions contained in the Explanatory Memorandum should
be read together with, and form part of, this Notice of Extraordinary General Meeting.
Please read this Notice of Extraordinary
General Meeting carefully and consider directing your proxy on how to vote on each resolution by marking the appropriate box on the proxy
form included with this Notice of Extraordinary General Meeting. Shareholders who intend to appoint the Chairman as proxy (including appointment
by default) should have regard to Proxy and Voting Instructions on page 4 of this Notice of Extraordinary General Meeting.
Resolution 1 - Ratification of prior
if thought fit, to pass the following resolution as an advisory and non-binding ordinary resolution:
for the purposes of Listing Rule 7.4 and for all other purposes, shareholders approve the ratification of the prior issue of 855,263,158
fully paid ordinary shares at an issue price of A$0.0038 (0.38 Australian cents) per shares to unrelated institutional, sophisticated,
professional and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act as described in the Explanatory
Memorandum which accompanied and formed part of the Notice of Extraordinary General Meeting."
A voting exclusion statement applies
to this Resolution. Please see below.
Resolution 2 - Approval for issue of
To consider and, if thought fit, pass
as an ordinary resolution, the following:
"THAT for the purposes of
Listing Rule 7.1 and for all other purposes, shareholders approve the issue of one (1) free-attaching option for every three (3) fully
ordinary shares issued (285,087,720 options) (each with an exercise price of A$0.01 (1 Australian cent), expiring on 31 August 2026 and
which upon exercise entitle the holder to one (1) fully paid ordinary share in the Company) to unrelated institutional, professional,
sophisticated and other investors exempt from the disclosure requirements of Ch 6D of the Corporations Act as free-attaching to fully
paid ordinary shares the subject of Resolution 1 of the Notice of Extraordinary General Meeting, as described in the Explanatory Memorandum
which accompanied and formed part of the Notice of Extraordinary General Meeting."
A voting exclusion statement applies
to this Resolution. Please see below.
To consider any other business that may be brought before
the Meeting in accordance with the Constitution of the Company and the Corporations Act.
By the order of the Board:
CFO and Company Secretary
Alterity Therapeutics Limited
Dated: 14 March 2024
| The accompanying Explanatory Memorandum, Proxy Form |
| and Voting Instructions form part of this Notice of Extraordinary General Meeting. |
Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard
any votes cast in favour of the Resolution set out below by or on behalf of the following persons:
| Resolution 1 - Ratification of prior issue of Shares | The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. | ||
| However, the Company need not disregard a vote cast in favour of Resolution 1 by: | |||
| (a) | a person as a 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 | ||
| (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 is 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. | ||
| Resolution 2 - Approval for issue of Options | 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 (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of that person or those persons. | ||
| However, the Company need not disregard a vote cast in favour of Resolution 2 by: | |||
| (a) | a person as a 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 | ||
| (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 a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: | ||
| (c) | |||
| (i) | 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 | ||
| (ii) | the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. |
ALTERITY THERAPEUTICS LIMITED
EXTRAORDINARY GENERAL MEETING
PURPOSE OF INFORMATION
This Explanatory Memorandum ("this
Memorandum") accompanies and forms part of the Company's Notice of Extraordinary General Meeting ("Meeting")
to be held at 10:00 am (AEST) on Friday 12 April 2024. The Notice of the Extraordinary General Meeting ("the Notice")
incorporates, and should be read together with, this Memorandum.
Background to Resolutions
2024, the Company announced that it had received binding commitments for a capital raising of A$3.25 million as described below:
Shares were issued to unrelated institutional, sophisticated, professional or other exempt investors who are clients of MST Financial
or other brokers, or which were identified by the Company as part of its investor relations program.
The ratification of the prior issue
of the Placement Shares is sought under Resolution 1.
under the Placement will provide ongoing funding of the Company's Phase 2 clinical trials in MSA, ATH434- 201 and ATH434-202,
along with planning for a potential Phase 3 clinical trial in MSA, continuing discovery and research efforts in neurodegenerative diseases,
including Parkinson's Disease, and general working capital.
Further details with respect to the Resolutions
Ratification of prior issue of Shares
Resolution 1 seeks shareholder approval
for the purposes of Listing Rule 7.4 and for all other purposes to ratify the prior issue of 855,263,158 Placement Shares to unrelated
institutional, sophisticated, professional or other exempt investors who are clients of MST Financial or other brokers, or which were
identified by the Company as part of its investor relations program, at an issue price of A$0.0038 (0.38 Australian
cents) per Placement Share to raise A$3.25 million before costs.
The Placement Shares the subject of
Resolution 1 were issued under the placement capacity available to the Company under Listing Rule 7.1 and Listing Rule 7.1A. The Placement
Shares were issued on 4 March 2024 and an Appendix 2A was released to ASX on that date.
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions
including ASX Listing Rule 7.1A, issue or agree to issue during any twelve (12) month period any equity securities, or other securities
with rights to conversion to equity, if the number of those securities exceeds 15% of the share capital of the Company at the commencement
of that twelve (12) month period.
The Company obtained shareholder approval
under ASX Listing Rule 7.1A to issue equity securities under the additional 10% placement capacity at its 2023 Annual General Meeting
held on 29 November 2023. 416,987,684 Placement Shares were issued under the placement capacity available to the Company under ASX Listing
Rule 7.1 and 438,275,474 Placement Shares were issued under the placement capacity available to the Company under ASX Listing Rule 7.1A.
ASX Listing Rule 7.4 provides that
where a company's shareholders ratify the prior issue of securities, or an agreement to issue securities, made pursuant to ASX Listing
Rules 7.1 and 7.1A (provided the previous issue did not breach ASX Listing Rules 7.1 and 7.1A) those securities will be deemed to have
been issued or agreed to be issued with shareholder approval for the purposes of ASX Listing Rules 7.1 and 7.1A.
The Company seeks approval under ASX
Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under ASX Listing Rules 7.1 and 7.1A.
If shareholders approve Resolution
1, the Placement Shares the subject of Resolution 1 will no longer use the placement capacity available to the Company under ASX Listing
Rules 7.1 and 7.1A. In addition, if Resolution 1 is approved, the Placement Shares will increase the Company's capacity to issue
equity securities under ASX Listing Rules 7.1 and, subject to the relevant shareholder approval being held at the time, ASX Listing Rule
7.1A. If shareholders do not approve Resolution 1, the Placement Shares will continue to use the placement capacity available to the Company
under ASX Listing Rules 7.1 and 7.1A.
following information is provided in accordance with Listing Rule 7.5:
Resolution 2 - Approval for issue of Options
Resolution 2 seeks shareholder approval
for the purposes of Listing Rule 7.1 and for all other purposes for the Company to issue 285,087,720 Placement Options to subscribers
for Placement Shares as described in Resolution 1 on the basis of one Placement Option for every three Placement Shares issued.
The issue of Placement Options under Resolution 2 is subject