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IMAGION BIOSYSTEMS LIMITED Proxy Solicitation & Information Statement 2026
65092_rns_2026-07-07_ba4b364f-1593-4723-a44b-5218dee7937c.pdf
Proxy Solicitation & Information Statement
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IMAGION BIOSYSTEMS
IMAGION BIOSYSTEMS LIMITED
(ASX: IBX)
8 July 2026
Dear Shareholder
Notice of General Meeting
Notice is hereby given that a General Meeting (GM) of Imagion Biosystems Limited (Imagion or Company) will be held virtually via a webinar conference facility at https://vistra.zoom.us/webinar/register/WN_bltCnLJ6Ra-bdGcupjDVew on Monday, 10 August 2026 at 10:00am (AEST).
In accordance with recent amendments to the Corporations Act 2001, the Company is sending this notification letter instead of dispatching physical copies of the Notice of GM and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically. This means that:
- You can access the Meeting Materials online at the Company's website https://investor.imagionbiosystems.com/ or at the share registry website https://www.investorserve.com.au/ by logging in and selecting Company Announcements from the main menu through Investor Centre.
- A complete copy of the Meeting Materials has been posted to the ASX Market announcements page at www.asx.com.au under the Company's ASX code "IBX".
- If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form.
Shareholders who have provided an email address will receive an email to their nominated email address with a link to an electronic copy of the Notice of GM and their proxy voting instructions. If you would like to receive electronic communications from the Company in the future, please update your communication elections online at https://www.investorserve.com.au/.
If you are unable to access the Notice of GM online, please contact our share registry Boardroom Pty Limited at [email protected] or 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) between 8.30am and 5.30pm (AEST) Monday to Friday, to arrange a copy.
Virtual Attendance
Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting as set out in this Notice. To lodge your proxy, please follow the directions on your personalised Proxy Form which will be delivered to you by email or post (depending on your communication preferences).
Shareholders attending the GM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the Meeting to also cast their votes on the proposed resolutions at the GM.
Yours sincerely,
Melanie Leydin
Non-Executive Director and Company Secretary
Imagion Biosystems Limited
Imagion Biosystems Limited
ACN 616 305 027
Suite 2, Level 11, 385 Bourke Street, Melbourne VIC 3000
www.imagionbiosystems.com
IMAGION BIOSYSTEMS LIMITED
ACN 616 305 027
NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 10:00am (AEST)
DATE: 10 August 2026
PLACE: To be held virtually via Webinar conferencing facility
The business of the Meeting affects your shareholding and your vote is important.
This Notice 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.
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 Shareholders at 10:00am (AEST) on 8 August 2026.
BUSINESS OF THE MEETING
AGENDA
- RESOLUTION 1 – RATIFICATION OF PLACEMENT SHARES – TRANCHE 1
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 49,346,051 Shares to the Placement Participants on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 2 – APPROVAL TO ISSUE PLACEMENT SHARES – TRANCHE 2
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 263,153,949 Shares to the Placement Participants on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 156,250,000 Options to the Placement Participants on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO LEAD MANAGER
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 30,000,000 Options to CPS Capital Group Pty Ltd (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 5 – APPROVAL TO ISSUE SECURITIES TO DR NINA WEBSTER TO ENABLE THEIR PARTICIPATION IN THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,083,334 Shares and 1,041,667 Options to Dr Nina Webster (or her nominee(s)) on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 6 – APPROVAL TO ISSUE SECURITIES TO MR ROBERT PROULX TO ENABLE THEIR PARTICIPATION IN THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,083,334 Shares and 1,041,667 Options to Mr Robert Proulx (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES TO MR BRETT MITCHELL TO ENABLE THEIR PARTICIPATION IN THE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 4,166,667 Shares and 2,083,334 Options to Mr Brett Mitchell (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 8 – RATIFICATION OF CONVERTIBLE NOTES ISSUED TO CMF
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 330,000 Convertible Notes to C/M Capital Master Fund, LP on the terms and conditions set out in the Explanatory Statement."
- RESOLUTION 9 – RATIFICATION OF OPTIONS ISSUED TO CMF
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,600,177 Options to C/M Capital Master Fund, LP on the terms and conditions set out in the Explanatory Statement."
BY ORDER OF THE BOARD
Melanie Leydin
Non-Executive Director & Company Secretary
Dated: 8 July 2026
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 Placement Shares – Tranche 1 | The Placement Participants or any other person who participated in the issue or an associate of that person or those persons. |
|---|---|
| Resolution 2 – Approval to Issue Placement Shares – Tranche 2 | The Placement Participants or any other 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 an associate of that person (or those persons). |
| Resolution 3 – Approval to Issue Placement Options | The Placement Participants or any other 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 an associate of that person (or those persons). |
| Resolution 4 – Approval to Issue Options to Lead Manager | CPS Capital Group Pty Ltd (or its nominees) or any other 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 an associate of that person (or those persons). |
| Resolution 5 – Approval to Issue Securities to Dr Nina Webster to enable their participation in the Placement | Dr Nina Webster (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 6 – Approval to Issue Securities to Mr Robert Proulx to enable their participation in the Placement | Mr Robert Proulx (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolution 7 – Approval to Issue Securities to Mr Brett Mitchell to enable their participation in the Placement | Mr Brett Mitchell (or their nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. |
| Resolutions 8 and 9 – Ratification of Securities Issued to CMF | C/M Capital Master Fund, LP or any other person who participated in the issue or an associate of that person or those persons. |
However, this does not apply to a vote cast in favour of the Resolution 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.
Virtual attendance
Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting as set out in this Notice. To lodge your proxy, please follow the directions on your personalised Proxy Form which will be delivered to you by email or post (depending on your communication preferences).
Shareholders attending the Meeting virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the Meeting to also cast their votes on the proposed resolutions at the Meeting.
The virtual meeting can be attended using the following details:
When: 10:00am (AEST) Topic: Imagion Biosystems Limited – General Meeting
Register in advance for the virtual meeting:
https://vistra.zoom.us/webinar/register/WN_bltCnLJ6Ra-bdGcupjDVew
After registering, you will receive a confirmation email containing information about joining the Meeting. As noted previously, the Company strongly recommends its Shareholders lodge a directed proxy as soon as possible in advance of the Meeting even if they are planning to attend the Meeting. The Company will conduct a poll on each Resolution presented at the Meeting.
The Company will accept questions during the Meeting either by submitting a question through the Q&A box located on screen or by raising the hand function also located on screen at which point the Company will allow your question verbally. The Company is happy to accept and answer questions submitted prior to the Meeting by email to the Company Secretary, Melanie Leydin [email protected].
The Company will address relevant questions during the Meeting or by written response after the Meeting (the Company will not respond to unreasonable and/or offensive questions). Any Shareholders who wish to attend the Meeting online should therefore monitor the Company's website and its ASX Announcements for any updates about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at www.asx.com.au (ASX:IBX) and on its website at www.imagionbiosystems.com/investor-hub.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
- each Shareholder has a right to appoint a proxy;
- the proxy need not be a Shareholder of the Company; and
- a Shareholder who is 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. If the Shareholder appoints two 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.
Shareholders and their proxies should be aware that:
- if proxy holders vote, they must cast all directed proxies as directed; and
- any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Voting at the Meeting
You may still attend the Meeting and vote even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy's appointment is deemed to be revoked with respect to voting on that Resolution.
Shareholders are required to ensure that correct and up-to-date details are provided at the time of registration in order to verify their identity and ensure their votes are properly recorded and counted at the Meeting.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9692 7222.
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. BACKGROUND TO MEETING
1.1 Background
As announced on 25 June 2026, the Company received binding commitments from unrelated sophisticated and professional investors (Placement Participants), who are clients of CPS Capital Group Pty Ltd (CPS Capital) and Directors, to subscribe for up to 320,833,335 Shares at an issue price of $0.012 per Share to raise up to $3,850,000, together with one free-attaching listed Option for every two Shares subscribed for and issued exercisable at $0.04 on or before 13 December 2027 (the Placement).
The Placement will be conducted in two tranches, comprising:
(a) 49,346,051 Shares which were issued under the Company's existing Listing Rule 7.1 placement capacity, ratification of which is the subject of Resolution 1; and
(b) up to 271,487,284 Shares, which will be issued following the receipt of Shareholder approval, comprising:
(i) up to 263,153,949 Shares to be issued to Placement Participants, approval of which is the subject of Resolution 2;
(ii) up to 2,083,334 Shares to be issued to Dr Nina Webster, a Director (or her nominees), approval of which is the subject of Resolution 5;
(iii) up to 2,083,334 Shares to be issued to Mr Robert Proulx, a Director (or his nominees), approval of which is the subject of Resolution 6; and
(iv) up to 4,166,667 Shares to be issued to Mr Brett Mitchell, a Director (or his nominees), approval of which is the subject of Resolution 7;
The Company will issue up to 160,416,667 Options (free-attaching to the Shares on a 1 for 2 basis) to the Placement Participants and Participating Directors (defined in Section 6.1) (the Placement Options) following the receipt of the required Shareholder approvals set out below.
1.2 Use of funds
The Company will utilise the funds raised under the Placement towards:
(a) start-up costs related to preparing the trial for enrolment;
(b) initiation of clinical sites and recruitment of the first cohort of patients;
(c) collaboration with leading MRI experts to develop quantitative MRI methods;
(d) maturation of drug manufacturing processes;
(e) new IP for molecular MRI; and
(f) general working capital purposes.
1.3 Lead Manager
The Company engaged CPS Capital to lead manage the Placement pursuant to a lead manager mandate dated 11 June 2026 (Lead Manager Mandate). The key terms of the Lead Manager Mandate are set out in Schedule 5.
2. RESOLUTION 1 – RATIFICATION OF PLACEMENT SHARES – TRANCHE 1
2.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 49,346,051 Shares to the Placement Participants at an issue price of $0.012 per Share pursuant to the Placement, set out in Section 1.1 above.
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2.2 Listing Rule 7.1
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.
2.3 Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
2.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue 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 date of the issue.
If this Resolution is not passed, the issue will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
2.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected | The Placement Participants. |
| The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. | |
| Number and class of Securities issued | 49,346,051 Shares were issued. |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares. |
| Date(s) on or by which the Securities were issued | 2 July 2026 |
| Price or other consideration the Company received for the Securities | $0.012 per Share. |
| Purpose of the issue, including the intended use of any funds raised by the issue | Refer to Section 1.2 for details of the proposed use of funds. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Summary of material terms of agreement to issue | The Shares were issued under standard form placement letter agreements between the Company and each Placement Participant. |
| Voting Exclusion Statement | A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
3. RESOLUTION 2 – APPROVAL TO ISSUE PLACEMENT SHARES – TRANCHE 2
3.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 263,153,949 Shares to the Placement Participants at an issue price of $0.012 per Share pursuant to the Placement, set out in Section 1.1 above.
3.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue 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.
3.3 Technical information required by Listing Rule 14.1A
If this Resolution 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.
If this Resolution is not passed, the Company will not be able to proceed with the issue. If the Company is unable to issue these Shares, it will be required to renegotiate the terms of the Placement with the Placement Participants.
3.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected | The Placement Participants. |
| The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. | |
| Number of Securities and class to be issued | Up to 263,153,949 Shares will be issued. |
| Terms of Securities | The 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. |
| Date(s) on or by which the Securities will be issued | The Company expects to issue the Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Shares later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities | $0.012 per Share. |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Purpose of the issue, including the intended use of any funds raised by the issue | Refer to Section 1.2 for details of the proposed use of funds. |
| Summary of material terms of agreement to issue | The Shares will be issued under standard form placement letter agreements between the Company and each Placement Participant. |
| Voting exclusion statement | A voting exclusion statement applies to this Resolution. |
4. RESOLUTION 3 – APPROVAL TO ISSUE PLACEMENT OPTIONS
4.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 156,250,000 Placement Options to the Placement Participants at a nil issue price free-attaching to the Shares issued under the Placement on a 1-for-2 basis as set out in Section 1.1 above.
4.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue 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.
4.3 Technical information required by Listing Rule 14.1A
If this Resolution 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.
If this Resolution is not passed, the Company will not be able to proceed with the issue. If the Company is unable to issue these Options, it may be required to renegotiate the terms of the Placement with the Placement Participants.
4.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected | The Placement Participants. |
| The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. | |
| Number of Securities and class to be issued | Up to 156,250,000 Placement Options will be issued. |
| Terms of Securities | The Placement Options will be issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued | The Company expects to issue the Placement Options within 5 Business Days of the Meeting. In any event, the Company will not issue any Placement Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
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| REQUIRED INFORMATION | DETAILS |
|---|---|
| Price or other consideration the Company will receive for the Securities | The Placement Options will be issued at a nil issue price as the Placement Options will be free-attaching to the Shares issued under the Placement on a 1 for 2 basis. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue is to incentivise the Placement Participants by offering a free-attaching Option to every two Shares subscribed for under the Placement. |
| Summary of material terms of agreement to issue | The Placement Options will be issued under standard form placement letter agreements between the Company and each Placement Participant. |
| Voting exclusion statement | A voting exclusion statement applies to this Resolution. |
5. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO LEAD MANAGER
5.1 General
This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 30,000,000 Options to CPS Capital Group Pty Ltd (or its nominee(s)) in consideration for lead manager services provided by CPS Capital pursuant to the Lead Manager Mandate summarised in Section 1.3 above.
5.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The proposed issue 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.
5.3 Technical information required by Listing Rule 14.1A
If this Resolution 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.
If this Resolution is not passed, the Company will not be able to proceed with the issue. If the Company is unable to proceed with the issue, it may be required to renegotiate the terms of the Lead Manager Mandate.
5.4 Technical information required by Listing Rule 7.3
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected | CPS Capital Group Pty Ltd (or its nominee(s)). |
| Number of Securities and class to be issued | 30,000,000 Options will be issued. |
| Terms of Securities | The Options are on the same terms and conditions as the Placement Options set out in Schedule 1. |
| Date(s) on or by which the Securities will be issued | The Company will not issue any Options later than three months after the date of the Meeting (or such later date to |
| REQUIRED INFORMATION | DETAILS |
|---|---|
| the extent permitted by any ASX waiver or modification of the Listing Rules). | |
| Price or other consideration the Company will receive for the Securities | The Options will be issued at a nil issue price, in consideration for lead manager services provided by CPS Capital in relation to the Placement. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue is to satisfy the Company's obligations under the Lead Manager Mandate. |
| Summary of material terms of agreement to issue | The Securities are being issued under the Lead Manager Mandate, a summary of the material terms of which is set out in Section 1.3. |
| Voting exclusion statement | A voting exclusion statement applies to this Resolution. |
- RESOLUTIONS 5 TO 7 – APPROVAL TO ISSUE SECURITIES TO PARTICIPATING DIRECTORS TO ENABLE THEIR PARTICIPATION IN THE PLACEMENT
6.1 General
As set out in Section 1.1, Dr Webster, Mr Proulx and Mr Mitchell (or their nominees) (the Participating Directors) have each provided firm commitments to subscribe for Securities under the Placement (the Director Participation). The Director Participation comprises:
(a) 2,083,334 Shares and 1,041,667 Options to be issued to Dr Webster (or her nominees);
(b) 2,083,334 Shares and 1,041,667 Options to be issued to Mr Proulx (or his nominees); and
(c) 4,166,667 Shares and 2,083,334 Options to be issued to Mr Mitchell (or his nominees).
6.2 Director loans
The participation of Dr Webster and Mr Proulx in the Placement will be offset against director fees owing to them from the Company. The following outstanding amounts are to be used to acquire Shares in the Placement:
(a) Dr Webster - $25,000 pursuant to the non-payment of director fees and salary; and
(b) Mr Proulx - $25,000 pursuant to the non-payment of director fees and salary.
The amounts owing to Dr Webster and Mr Proulx will be applied towards their subscription under the Placement set out in Section 1.1. For clarity, Mr Mitchell (or his nominees) intends to pay cash in relation to his subscription under the Placement.
6.3 Chapter 2E of the Corporations Act
Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:
(a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.
The issues constitute giving a financial benefit and the Participating Directors are each related parties of the Company by virtue of being Directors.
The Directors (other than the Participating Directors who have a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the Securities will be issued to the Participating Directors (or their nominee(s)) on the same terms as Securities issued to non-related party participants in the capital raising and as such the giving of the financial benefit is on arm's length terms.
6.4 Listing Rule 10.11
Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:
10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,
unless it obtains the approval of its shareholders.
The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.
6.5 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise additional funds which will be used in the manner set out in Section 1.2. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company's 15% annual placement capacity.
If these Resolutions are not passed, the Company will not be able to proceed with the issue and no further funds will be raised. If the Company is unable to proceed with the issue, it may be required to renegotiate the terms of the Placement.
6.6 Technical Information required by Listing Rule 10.13
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Name of the person to whom Securities will be issued | Dr Nina Webster (or her nominees); |
| Mr Robert Proulx (or his nominees); and | |
| Mr Brett Mitchell (or his nominees). | |
| Categorisation under Listing Rule 10.11 | The Participating Directors fall within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. |
| Any nominee(s) of the Participating Directors who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4. | |
| Number of Securities and class to be issued | Up to 8,333,335 Shares will be issued. The maximum number of Options to be issued is equal to 50% of the number of Shares to be issued rounded up for fractional entitlements |
| REQUIRED INFORMATION | DETAILS |
|---|---|
| (being approximately 4,166,668 Options) as the Options will be issued free attaching with the Shares on a 1 for 2 basis. | |
| Terms of Securities | The 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. |
| The Options will be issued on the terms and conditions set out in Schedule 1. | |
| Date(s) on or by which the Securities will be issued | The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). |
| Price or other consideration the Company will receive for the Securities | $0.012 per Share and nil per Option as the Options will be issued free attaching with the Shares on a 1 for 2 basis. |
| Dr Webster and Mr Proulx (or their nominees) will each satisfy the payments for the Securities pursuant to their outstanding director fees. Mr Mitchell (or his nominees) will satisfy the payment for Securities in cash. | |
| Purpose of the issue, including the intended use of any funds raised by the issue | Refer to Section 1.2 for details of the proposed use of funds. |
| Summary of material terms of agreement to issue | The Securities will be issued under standard form placement letter agreements between the Company and each Participating Director. |
| Voting exclusion statement | A voting exclusion statement applies to this Resolution. |
- RESOLUTIONS 8 AND 9 – RATIFICATION OF SECURITIES ISSUED TO CMF
7.1 General
These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of:
(a) 330,000 Convertible Notes; and
(b) 10,600,177 Options with an exercise price of $0.0297 and an expiry date of 23 April 2029 (CMF Options),
to C/M Capital Master Fund, LP (CMF) in consideration for an investment into the Company by CMF, who is an affiliated fund of Mercer Street Global Opportunity Fund, LLC (Mercer). The Company amended the terms of a convertible note agreement between the Company and Mercer (CSA) to secure an additional funding facility from CMF (Amended Agreement).
Further details of the Securities previously issued under the facility, the terms of the convertible note agreement and the amendment to that agreement are set out in the cleansing notice lodged on the Company's ASX announcement platform on 23 April 2026.
7.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The issues do not fit within any of the exceptions set out in Listing Rule 7.2 and, as they have not yet been approved by Shareholders, they effectively use up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without
Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.
7.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 2.3 above.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issues.
7.4 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the issues 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 date of the issues.
If these Resolutions are not passed, the issues will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issues.
7.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION | DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected | C/M Capital Master Fund, LP |
| Number and class of Securities issued | 330,000 Convertible Notes were issued. |
| 10,600,177 CMF Options were issued. | |
| Terms of Securities | The Convertible Notes were issued on the terms and conditions set out in Schedule 2. |
| The CMF Options were issued on the terms and conditions set out in Schedule 3. | |
| Date(s) on or by which the Securities were issued | 23 April 2026 |
| Price or other consideration the Company received for the Securities | The Securities were issued in consideration for an additional funding facility from CMF of $300,000. |
| Purpose of the issue, including the intended use of any funds raised by the issue | The purpose of the issue was to raise capital, which the Company intends to apply towards general and administrative costs as well as costs pertaining to the regulatory filing of an Investigational New Drug application. |
| Summary of material terms of agreement to issue | The Securities were issued under the Amended Agreement, a summary of the material terms of which is set out in Schedule 4. |
| The terms of the CSA are set out in the Company's cleansing notice released to the market on 23 April 2026. | |
| Voting Exclusion Statement | A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
GLOSSARY
$ means Australian dollars.
AEST means Australian Eastern Standard Time as observed in Melbourne, Victoria.
Amended Agreement has the meaning given in Section 7.1.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
CMF means C/M Capital Master Fund, LP.
Company means Imagion Biosystems Limited (ACN 616 305 027).
Constitution means the Company's constitution.
Convertible Notes means the convertible notes on the terms set out in Schedule 2.
Corporations Act means the Corporations Act 2001 (Cth).
CPS Capital means CPS Capital Group Pty Ltd.
CSA has the meaning given in Section 7.1.
Director Participation has the meaning given in Section 6.1.
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Lead Manager Mandate has the meaning given in Section 1.3 and is summarised in Schedule 5.
Listing Rules means the Listing Rules of ASX.
Material Person 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.
Meeting means the meeting convened by the Notice.
Mercer means Mercer Street Global Opportunity Fund, LLC.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Participating Directors means Dr Webster, Mr Proulx and Mr Mitchell.
Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.
Placement has the meaning given in Section 1.1.
Placement Participants has the meaning given in Section 1.1.
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Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Security means a Share, Option, Performance Right or Convertible Note (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
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SCHEDULE 1 - TERMS AND CONDITIONS OF PLACEMENT OPTIONS
| 1. | Entitlement | Each Option entitles the holder to subscribe for one Share upon exercise of the Option. |
|---|---|---|
| 2. | Exercise Price | Subject to paragraph 9, the amount payable upon exercise of each Option will be $0.04 (Exercise Price). |
| 3. | Expiry Date | Each Option will expire at 5:00 pm (AEST) on 13 December 2027 (Expiry Date). |
| An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. | ||
| 4. | Exercise Period | The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). |
| 5. | Exercise Notice | The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Exercise Notice) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. |
| 6. | Exercise Date | An Exercise Notice is only effective on and from the later of the date of receipt of the Exercise Notice and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). |
| 7. | Timing of issue of Shares on exercise | Within five Business Days after the Exercise Date, the Company will: |
| (a) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice and for which cleared funds have been received by the Company; | ||
| (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and | ||
| (c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. | ||
| If a notice delivered under 7(b) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. | ||
| 8. | Shares issued on exercise | Shares issued on exercise of the Options rank equally with the then issued shares of the Company. |
| 9. | Reorganisation | If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of the holder will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. |
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| 10. | Participation in new issues | There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. |
|---|---|---|
| 11. | Change in exercise price/Adjustment for rights-issue | An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. |
| 12. | Transferability | The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. |
19
20
SCHEDULE 2 – TERMS AND CONDITIONS OF CONVERTIBLE NOTES
| Face Value | In respect of each Convertible Note is $1.00. |
|---|---|
| Maturity Date | 18 months from the date of issue. |
| Interest payable on Convertible Notes | No interest is payable on the unconverted drawn funds. In the event of a default by the Company, the Company must pay interest at a rate of 15% per annum on the Face Value of all outstanding Convertible Notes. |
| Conversion | CMF may (at its absolute discretion) convert any Convertible Notes at any time prior to the Maturity Date, by giving the Company a conversion notice, provided such conversion is for a Face Value in an amount equal to or greater than $25,000 (unless the remaining Face Value of the Convertible Notes on issue is less than $25,000, in which case for the full remaining value). |
| Conversion Price | The higher of: |
| (a) 90% of the lowest daily VWAP (volume weighted average price) of the Shares for the 15 trading days on which Shares traded in the ordinary course of business on the ASX ending on the date immediately prior to the relevant conversion notice; and | |
| (b) a floor price of $0.025. | |
| Repayment | The Face Value of any unconverted Convertible Notes and any accrued but unpaid interest are repayable by the Company: |
| (a) within 20 business days of the Maturity Date; and | |
| (b) if an event of default is subsisting after 10 business days of the Company receiving a notice of default from CMF, within 10 business days after the end of such notice period. | |
| CMF may also require repayment by the Company of the Convertible Notes upon occurrence of a change of control, a delisting or a qualifying capital raising which in aggregate raises $10,000,000 or more. | |
| Events of Default | Standard events of default apply, including but not limited to an insolvency event or material adverse effect occurring, or the Company being in breach of any obligation, covenant or undertaking to CMF and the breach not being rectified within 5 business days. |
| Voting | The Convertible Notes do not entitle the holder to any voting rights. |
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SCHEDULE 3 - TERMS AND CONDITIONS OF CMF OPTIONS
| 1. | The Options shall be issued for no cash consideration. |
|---|---|
| 2. | The exercise price of each Option is $0.0297 (Exercise Price). |
| 3. | The Options will expire at 5:00pm AEST on 23 April 2029 (Expiry Date) unless earlier exercised. |
| 4. | The Options are not transferable except with the prior written consent of the Company. |
| 5. | The Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise together with payment for the Exercise Price per Option to the Company at any time on or after the date of issue of the Options and on or before the Expiry Date. Payment may be made as directed by the Company from time to time, which may include by cheque, electronic funds transfer or other methods. |
| 6. | Upon the valid exercise of the Options and payment of the Exercise Price, the Company will within 5 Business Days issue fully paid ordinary shares ranking pari passu with the then issued ordinary shares. |
| 7. | The Company must either: |
| (a) within 5 Business Days of the issue of shares under 7 above, provide ASX with a written notice pursuant to section 708A(5) of the Corporations Act meeting the requirements of section 708A(6) of the Corporations Act, in a form, and containing the information, that is sufficient to permit secondary trading on the ASX of those shares (Cleansing Statement); or | |
| (b) where unable to issue a Cleansing Statement, as soon as is reasonably practicable and in any event within 10 Business Days of issue of the resultant shares under 7 above, issue a prospectus or other form of disclosure document to enable those shares to be freely on-sold. | |
| 8. | Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. The Company will, where required pursuant to the Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the Options, in accordance with the requirements of the Listing Rules. |
| 9. | Option holders do not participate in any dividends unless the Options are exercised and the resultant shares of the Company are issued prior to the record date to determine entitlements to the dividend. |
| 10. | In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company: |
| (a) the number of Options, the Exercise Price of the Options, or both will be reorganised (as appropriate) in a manner consistent with the Listing Rules as applicable at the time of reorganisation, but with the intention that such reorganisation will not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders; and | |
| (b) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reorganisation of capital, in all other respects the terms for the exercise of the Options will remain unchanged. |
22
| 11. | If there is a pro rata issue (except a bonus issue), the Exercise Price of an Option may be reduced according to the following formula: $$On = \frac{O - E[P - (S + D)]}{N + 1}$$ Where: On = the new exercise price of the Option; O = the old exercise price of the Option; E = the number of underlying securities into which one Option is exercisable; P = the volume weighted average market price per security of the underlying securities during the five trading days ending on the day before the ex right date or the ex entitlements date; S = the subscription price for a security under the pro rata issue; D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue); and N = the number of securities with rights or entitlements that must be held to receive a right to one new security. |
|---|---|
| 12. | If there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue. |
| 13. | The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary shares in the Company approve of such a change. However, unless all necessary waivers of the Listing Rules are obtained, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options. |
| 14. | The Company does not intend to apply for listing of the Options on the ASX. |
| 15. | The Company shall apply for listing of the resultant Shares issued upon exercise of any Option. |
SCHEDULE 4 - TERMS OF AMENDED AGREEMENT
On 2 April 2026, the Company and Mercer entered a fourth variation deed to the CSA (Fourth Variation Deed). Details of the material variations to the CSA are set out below:
| Variation of Floor Price | The CSA sets a floor price at which the Convertible Notes may be converted (Floor Price). The Floor Price for each convertible note has been amended as follows:
(a) for the First Convertible Notes, $0.025;
(b) for the Second Convertible Notes, $0.04;
(c) for the Subsequent Convertible Notes, $0.04; and
(d) for all CMF Convertible Notes and any future Convertible Notes, $0.025. |
| --- | --- |
| Variation of Maturity Date | The CSA sets out the maturity date on which convertible notes will automatically be converted (Maturity Date). The Maturity Date has been amended as follows:
(a) in respect of the First Convertible Notes, 42 months from their issue date;
(b) in respect of the:
(i) Second Convertible Notes;
(ii) Third Convertible Notes; and
(iii) Fifth Convertible Notes, 31 December 2026;
(c) in respect of Fourth Convertible Notes, 30 months from their issue date; and
(d) in respect of the CMF Convertible Notes and any future Convertible Notes, 18 months from their issue date. |
On 2 April 2026, the Company, Mercer and CMF entered a deed of novation to partially novate Mercer's obligations under the CSA as amended by the Fourth Variation Deed (Novation Deed). Pursuant to the Novation Deed, Mercer transferred to CMF the rights, obligations and liabilities under the CSA in respect of the CMF Convertible Notes.
SCHEDULE 5 - LEAD MANAGER MANDATE
The key terms of the Lead Manager Mandate are set out below:
| Engagement | The Company agreed to appoint CPS Capital to act as lead manager and broker on an exclusive basis for the Placement. |
|---|---|
| Fees | Pursuant to the Lead Manager Mandate, the Company agreed to pay/issue CPS Capital: |
| (a) a management fee of 2% of the total gross proceeds of the Placement; | |
| (b) a placing fee of 4% of the total gross proceeds of the Placement; | |
| (c) 30,000,000 Options on the same terms as the Placement Options at a cost of $0.00001 per Option, a portion of which may be paid out to third parties; and | |
| (d) a quarterly fee of $12,000 for the provision of corporate advisory services from August 2026. | |
| First right of refusal | If the Company seeks to raise equity capital at any time within the 12-month period following the Placement, CPS Capital is given the first right of refusal to exclusively lead or to be a joint lead manager for such further capital raising and shall be paid fees by the Company for doing so equal to the then going market rate charged for similar services. |
| Termination | CPS Capital may terminate the Lead Manager Mandate by giving 14 days' notice in writing if the Company commits a material breach or if any warranty or representation given by the Company is untrue. |
| CPS Capital may terminate the Lead Manager Mandate immediately by notice in writing if the Company becomes insolvent or has a receiver, administrative receiver or manager or administrator appointed over its assets, or if a court makes an administration order with respect to the Company. |
The Lead Manager Mandate is otherwise on terms considered standard for an agreement of its nature. The Company is seeking Shareholder approval for the 30,000,000 Options under Resolution 4.
24
IMAGISON BIOSYSTEMS
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 10:00am (AEST) on Saturday, 8 August 2026.
TO APPOINT A PROXY ONLINE
BY SMARTPHONE
STEP 1: VISIT https://www.votingonline.com.au/ibxgm2026
STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC):
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 Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman 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 Chairman 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.
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.
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
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 before 10:00am (AEST) on Saturday, 8 August 2026. 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/ibxgm2026
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 keep this form with you to assist registration.
Imagion Biosystems Limited
ACN 616 305 027
☐ 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 Imagion Biosystems Limited (Company) and entitled to attend and vote hereby appoint:
☐ the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman 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 Chairman of the Meeting as my/our proxy at the General Meeting of the Company to be held virtually at https://vistra.zoom.us/webinar/register/WN_bltCnLJ6Ra-bdGcupjDVew on Monday 10 August 2026 at 10:00am (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 Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.
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.
| For | Against | Abstain* | |
|---|---|---|---|
| Resolution 1 | Ratification of Placement Shares – Tranche 1 | ☐ | ☐ |
| Resolution 2 | Approval to Issue Placement Shares – Tranche 2 | ☐ | ☐ |
| Resolution 3 | Approval to Issue Placement Options | ☐ | ☐ |
| Resolution 4 | Approval to Issue Options to Lead Manager | ☐ | ☐ |
| Resolution 5 | Approval to Issue Securities to Dr Nina Webster to enable their participation in the Placement | ☐ | ☐ |
| Resolution 6 | Approval to Issue Securities to Mr Robert Proulx to enable their participation in the Placement | ☐ | ☐ |
| Resolution 7 | Approval to Issue Securities to Mr Brett Mitchell to enable their participation in the Placement | ☐ | ☐ |
| Resolution 8 | Ratification of Convertible Notes Issued to CMF | ☐ | ☐ |
| Resolution 9 | Ratification of Options Issued to CMF | ☐ | ☐ |
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 |
|---|---|---|
| ☐ Sole Director and Sole Company Secretary | Director | Director / Company Secretary |
| Contact Name... Contact Daytime Telephone... | Date | / / 2026 |