Full Press Release Details
Notice of Extraordinary
Radiopharm Theranostics Limited ACN 647 877 889
Notice of Extraordinary General Meeting
Radiopharm Theranostics Limited ACN 647 877 889
Notice is given that the Extraordinary General Meeting of Radiopharm
Theranostics Limited ACN 647 877 889 (Company) will be held at:
| Location | Level 3, 62 Lygon Street, Carlton, Victoria 3053 and virtually via the Automic Investor Portal by following the instructions contained in this Notice of Meeting |
| Date | Wednesday 3 December 2025 |
| Time | 5:00 pm (Melbourne time) Registration from 4:45 pm (Melbourne time) |
Online meeting details
The Company will hold the Meeting both in person
at Level 3, 62 Lygon Street, Carlton, Victoria 3053 and virtually through Automic Investor Portal via investor.automic.com.au.
Shareholders that have an existing account with Automic will be able to watch, listen and vote online.
Shareholders who do not have an account with Automic are
strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the
An account can be created via the
following link investor.automic.com.au and then clicking on "register" and following the prompts. Shareholders
will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with
To access the virtual meeting on the day:
Shareholders will be able to vote (see the "Voting
virtually at the Meeting" section of this Notice of Meeting below) and ask questions at the virtual meeting.
The Company will also provide Shareholders with the opportunity
to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company
Voting virtually at the Meeting
Shareholders who wish to vote virtually on the day of the
AGM can do so by logging into the Automic shareholder portal.
For further information on the live voting process please
see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/
It is recommended that Shareholders wishing to attend the
Meeting log in from 15 to 30 minutes prior to the scheduled start time.
If Shareholders are unable to attend the Meeting they are
encouraged to return the proxy form to the Company in accordance with the instructions thereon.
Returning the proxy form will not preclude a Shareholder
from attending and voting at the Meeting should they elect to do so.
If you have any questions regarding attendance at, or submitting
questions for, the Meeting, please contact the Company's share registry, Automic, by telephone on 1300 288 664 (from within Australia)
or +61 2 9698 5414 (outside of Australia).
Shareholder Questions
Whilst Shareholders will be provided with the opportunity
to submit questions online at the Meeting, it would be desirable if the Company was able to receive them in advance.
Shareholders are therefore requested to send any questions
they may have for the Company or its Directors at the virtual Annual General Meeting to the Company Secretary via email Au.cosec@acclime.com
with subject RAD EGM 2025'.
Please note that not all questions may be able to be answered during
the Meeting. In this case answers will be made available on the Company's website after the Meeting.
Resolution 1 - Ratification of prior issue of First Tranche
Placement Shares to Placement Participants
To consider and, if in favour, to pass the following resolution as
an ordinary resolution:
The Directors unanimously recommend you vote in favour of this resolution.
Resolution 2 - Approval to issue Second Tranche Placement
To consider and, if in favour, to pass the following resolution as
an ordinary resolution:
The Directors unanimously recommend that you vote in favour of this
Resolution 3 - Approval to issue Placement Attaching Options
To consider and, if in favour, to pass the following resolution as
an ordinary resolution:
The Directors unanimously recommend that you vote in favour of this
Resolution 4 - Approval to issue SPP Attaching Options
To consider and, if in favour, to pass the following resolution as
an ordinary resolution:
The Directors unanimously recommend that you vote in favour of this
Dated: 4 November 2025
By order of the Board
Voting Exclusion Statement
For the purposes of section 224 Corporations Act, the Company will
not disregard a vote if:
In accordance with the Listing Rule 14.11, the Company will disregard
votes cast in favour of the resolution by or on behalf of:
| Resolution 1 - Ratification of prior issue of First Tranche Placement Shares to Placement Participants | any person who participated in the issue or who is a counterparty to the agreement being provided and an associate of that person or those persons. | |
| Resolution 2 - Approval to issue Second Tranche Placement Shares | any 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 Company) or any associate of their associates. | |
| Resolution 3 - Approval to issue Placement Attaching Options | ||
| Resolution 4 - Approval to issue SPP Attaching Options |
However, this does not apply to a vote cast in favour of a resolution
Explanatory Memorandum
This Explanatory Memorandum accompanies the notice of the EGM of the
Company to be held at 5:00 pm Melbourne time on 3 December 2025 at Level 3, 62 Lygon Street, Carlton, Victoria 3053 and online via
the Automic Investor Portal at https://portal.automic.com.au/investor/home.
The Explanatory Memorandum has been prepared to assist Shareholders
in determining how to vote on the resolutions set out in the Notice of Meeting and is intended to be read in conjunction with the Notice
Resolution 1: Ratification of prior issue of First Tranche Placement
Shares to Placement Participants
The purpose of Resolution 1 is for Shareholders to
ratify, under ASX Listing Rule 7.4, and for all other purposes, the previous issue and allotment of the 415,706,190 First Tranche Placement
Shares to Placement Participants on the terms set out herein.
ASX Listing Rule 7.1
ASX Listing Rule 7.4
Technical information required by ASX Listing
Technical information required by ASX Listing
Directors' recommendation
Resolution 2: Approval to issue Second Tranche Placement Shares
Technical information required by
Technical information required by
Directors' Recommendation
Resolution 3: Approval to issue Placement Attaching Options
Technical information required by Listing Rule 14.1A
Technical information required by Listing Rule 7.3
Directors' Recommendation
The Directors unanimously recommend that you vote in favour of this
Resolution 4: Approval to issue SPP Attaching Options
Technical information required by Listing Rule 14.1A
Technical information required by Listing Rule 7.3
Directors' Recommendation
The Directors unanimously recommend that you vote in favour of this
| ASX | means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires). | |
| Board | means the board of directors of the Company. | |
| Company or Radiopharm | means Radiopharm Theranostics Limited ACN 647 877 889. | |
| Company Secretary | means Phillip Hains and Nathan Jong. | |
| Corporations Act | means the Corporations Act 2001 (Cth). | |
| Corporations Regulations | means the Corporations Regulations 2001 (Cth). | |
| Directors | means the directors of the Company. | |
| EGM or Meeting | means the extraordinary general meeting of the Company the subject of this Notice of Meeting. | |
| Eligible Shareholder | has the meaning given to that term under section 8 of the Explanatory Memorandum. | |
| Equity securities | has the meaning set out in the Listing Rules. | |
| Explanatory Memorandum | means the explanatory memorandum attached to the Notice of Meeting. | |
| First Tranche Placement Shares | has the meaning given to that term under section 2 of the Explanatory Memorandum. | |
| Key Management Personnel | has the meaning set out in the Listing Rules. | |
| Lead Manager | means Bell Potter Securities Limited ACN 006 390 772. | |
| Listing Rules or LR | means the listing rules of ASX. | |
| Material Persons | means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties. |