Notice under Section 708A
Released
Released
Announcement PDF
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ASX RELEASE 17 November 2025
Cleansing Notice - Issue of Convertible Notes
This cleansing notice (“Cleansing Notice”) is given by Paradigm Biopharmaceuticals Ltd
(ASX:PAR) (“Paradigm” or “the Company”), under section 708A(12C)(e) of the Corporations
Act 2001 (Cth) (“Corporations Act”) as amended by ASIC Corporations (Sale Offers: Securities
Issued on Conversion of Convertible Notes) Instrument 2016/82.
The Company hereby confirms that:
(a) the convertible notes described below have been issued without disclosure to an
investor under Part 6D.2 of the Corporations Act; and
(b) this Cleansing Notice has been given in accordance with section 708A(12C)(e) of the
Corporations Act.
The issue of this Cleansing Notice enables the fully paid ordinary shares in the capital of the
Company (“Shares”) issued on the conversion of the convertible notes issued by the Company
on the terms described below, to be on-sold to retail investors without further disclosure.
This Cleansing Notice is important and should be read in its entirety.
1. Background
As announced on 1 July 2025, the Company has entered into a convertible securities
and share placement agreement (“Convertible Securities Agreement”) and secured
commitments for up to US$27,000,000 through the issuance of convertible notes
(“Convertible Notes”) to Obsidian Global GP LLC (“Obsidian”) comprising an initial
drawdown of US$7,000,000 plus any subsequent drawdowns as agreed between the
Company and Obsidian.
On 7 July 2025 the first drawdown of US$7,000,000 was provided to the Company in
exchange for the issue of 7,000,000 Convertible Notes (each with a face value of
US$1.09) (“Initial Notes”).
In addition, the Company issued a total of 8,000,000 Shares to Obsidian in
consideration for entering into the Convertible Securities Agreement
(“Placement Shares”). The Placement Shares were issued on 2 July 2025, and are
intended to be used to offset any future Shares issued to Obsidian at its discretion.
During the term of the Convertible Securities Agreement, Obsidian may elect to use
the Placement Shares to offset the Company's obligation to issue Shares under the
Convertible Securities Agreement. Where there is a continuing event of default under
the Convertible Securities Agreement, Obsidian may reduce the number of Placement
Shares by paying the Company an amount equal to the amount of Placement Shares
to be reduced multiplied by 94% of the average of the lowest five daily volume
weighted average prices ("VWAP") in the 20 trading days prior to the payment notice.
At maturity, any unpaid Placement Shares will either be sold on-market with the net
sales proceeds remitted to the Company, or transferred to a nominee of the Company
for no consideration.
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The Initial Notes and the Placement Shares were issued utilising the Company’s
available placement capacity under ASX Listing Rule 7.1.
Subject to mutual agreement and the satisfaction of other standard conditions
precedent, the Company may drawdown up to an additional US$20,000,000 in
exchange for the issue of up to an additional 20,000,000 convertible notes (each with
a face value of US$1.09) (“Subsequent Notes”).
In accordance with the Convertible Securities Agreement, and as announced on 17
November 2025, the Company has now completed a drawdown of an additional
US$5,000,000 in exchange for the issue of 5,000,000 Subsequent Notes (“November
2025 Notes”).
For further information in relation to the Convertible Securities Agreement, please
refer to the Company’s announcements dated 1 July 2025 and 17 November 2025 and
Schedule 1 below.
A broad summary of the rights, privileges and restrictions attaching to the November
2025 Notes is set out in Schedule 1 of this Cleansing Notice. The summary is not
exhaustive and does not constitute a definite statement of the rights and liabilities of
the holder of November 2025 Notes (“Noteholder”).
This Cleansing Notice is in respect of the November 2025 Notes only. Any additional
issues of Subsequent Notes (if any) will be cleansed under separate cleansing notices
or cleansing prospectuses.
2. Contents of this Cleansing Notice
This Cleansing Notice sets out the following:
(a) in relation to the November 2025 Notes:
(i) the effect of the issue on the Company;
(ii) a summary of the rights and liabilities attaching to the November
2025 Notes; and
(iii) a summary of the rights and liabilities attaching to the Shares that
will be issued on the conversion of the November 2025 Notes; and
(b) any information that:
(i) has been excluded from continuous disclosure notices in
accordance with the ASX Listing Rules; and
(ii) is information that investors and their professional advisors would
reasonably require for the purpose of making an informed
assessment of:
(A) the assets and liabilities, financial position and
performance, profits and losses and prospects of the
Company; and
(B) the rights and liabilities attaching to the Shares; and
(c) other information relating to the Company’s status as a disclosing entity.
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3. The effect of the issue on the Company
3.1 Effect of the issue on the Company
The principal effect of the issue of the November 2025 Notes on the Company is as
follows:
(a) increases the Company’s cash reserves by US$5,000,000 (before costs
associated with the November 2025 Notes);
(b) increases the number of unquoted convertible notes on issue from
2,100,000 to 7,100,000;
(c) the Company incurring a secured liability for the aggregate face value of the
November 2025 Notes (being US$5,450,000); and
(d) if the November 2025 Notes are converted, either wholly or in part to
Shares, increase the number of Shares on issue as a consequence of the
issue of Shares on such conversion.
3.2 Pro-forma Consolidated Statement of Financial Position
To illustrate the effect of the issue of the November 2025 Notes on the Company, a
pro-forma Consolidated Statement of Financial Position (“Pro-forma Accounts”) which
is set out below has been prepared based on the financial position in the Company’s
30 June 2025 audited annual year report.
The Pro-forma Accounts shows the effect of the issue of the November 2025 Notes as
if they had been issued on 30 June 2025, and no other transactions, in addition to the
issue of the November 2025 Notes, have occurred. In particular the Pro‐Forma
Accounts do not show the effect of the issue of any subsequent issue of Convertible
Notes.
The accounting policies adopted in the preparation of the Pro-forma Accounts are the
same as those used in the preparation of the 30 June 2025 audited accounts. The
historical and Pro-forma Accounts are presented in an abbreviated form, insofar as
they do not include all of the disclosures required by Australian Accounting Standards
applicable to annual financial statements. The Pro-forma Accounts have not been
subject to independent audit or review.
The Pro-forma Accounts have been prepared to provide investors with information on
the assets and liabilities of the Company and pro-forma assets and liabilities on the
basis that the issue of the November 2025 Notes were issued on 30 June 2025. The
Company advises that the Pro-forma Accounts is not the current financial position of
the Company as at the date of this Cleansing Notice, and that the information is
provided for illustrative purposes only.
The Pro-forma Accounts show the impact that the issue of the November 2025 Notes
and associated securities would have had on the Company’s financial position as at 30
June 2025, if these securities were issued on that date, taking into account funds of
US$5,000,000 received (before costs) on the issue of the November 2025 Notes to
Obsidian and the conversion of the November 2025 Notes to shares.
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Consolidated
Statement of
Financial Position
Audited
30-June-25
($)
Effect of Issue
of Convertible
Notes
($)
Costs of Issue
of Convertible
Notes
($)
Pro-forma
30-June-25
($)
Assets
Current Assets
Cash and Cash
Equivalents
16,818,129 7,648,991 (2,500)1
24,467,120
Trade and Other
Receivables
6,373,827 6,373,827
Prepaid expenses 935,013 935,013
Financial assets held
at amortised cost
- -
Total Current Assets 24,126,969 31,775,960
Non-Current Assets
Intangible assets 414,735 414,735
Plant and equipment 24,179 24,179
Right-of-use assets 5,649 5,649
Total Non-Current
Assets
444,563 444,563
Total Assets 24,571,532 31,331,397
Liabilities
Current Liabilities
Trade and Other
Payables
2,734,861 2,734,861
Employee benefits 493,049 493,049
Lease liabilities 5,484 5,484
Borrowings - 8,337,400 8,337,400
Total Current
Liabilities
3,233,394 11,570,794
Non-Current
Liabilities
Employee benefits 154,101 154,101
Lease liabilities - -
Total Non-Current
Liabilities
154,101
154,101
Total Liabilities 3,387,495 11,724,895
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Consolidated
Statement of
Financial Position
Audited
30-June-25
($)
Effect of Issue
of Convertible
Notes
($)
Costs of Issue
of Convertible
Notes
($)
Pro-forma
30-June-25
($)
Net Assets 21,184,037 (688,409)2
(2,500) 20,493,128
Equity
Issued Capital 253,232,077 253,232,077
Share based payments
reserve
5,082,258 5,082,258
Reserves (1,181,321) (1,181,321)
Accumulated Losses (235,948,977) (688,409) (2,500) (235,948,977)
Total Equity 21,184,037 (688,409) (2,500) 20,493,128
Notes:
1. Legal fees incurred by PAR (estimate), ASX subsequent listing fees
2. Adjustment for face value of Convertible Notes
3.3 Potential effect on capital structure
(a) As at the date of this Cleansing Notice, the total number of issued Shares is
428,519,176 Shares.
(b) The capital structure of the Company will be affected by the conversion of
November 2025 Notes by the Noteholder.
(c) Subject to limits on the conversion/redemption under the Convertible Securities
Agreement, the November 2025 Notes:
(i) prior to the date that is 24 months from the issue of the November 2025
Notes (“Maturity Date”), can be converted into Shares in whole or in part
at the Noteholder’s election by issuing a conversion notice
(Conversion Notice) at:
(A) any time at the fixed conversion price of 150% of the 5-day
VWAP for the 5 actual trading days immediately prior to the
purchase date (being, AUD$0.5433) (“Fixed Conversion Price”);
(B) after the day which is 30 days after the execution date, being 1
July 2025, and where the 10-day VWAP for the 10 trading days
immediately prior to the relevant Conversion Notice date is less
than the Fixed Conversion Price, at the
"Variable Conversion Price", being the lesser of:
(I) 94% of the average of the lowest 5 daily VWAPs during
the 20 actual trading days prior to the Conversion
Notice date rounded down to the lowest A$0.01; and
(II) the Fixed Conversion Price; or
(C) in the event of an unremedied event of default and the
Noteholder issuing the Company a conversion notice, the lesser
of:
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(I) 85% of the lowest daily VWAP during the 10 trading
days prior to the date of the Conversion Notice date;
and
(II) the Fixed Conversion Price.
(ii) can be redeemed prior to the Maturity Date at the request of the
Company;
(iii) where the Company raises funds in aggregate of less than US$20,000,000
from any source (other than from the Investor), Obsidian may require the
Company to apply up to 10% of the proceeds of the funds raised (from
the first US$20,000,000 raised) to redeem the November 2025 Notes;
(iv) where the Company raises funds in aggregate of more than
US$20,000,000 from any source (other than from the Investor), Obsidian
may require the Company to apply up 15% of the proceeds of the funds
raised (from the funds raised in excess of US$20,000,000) to redeem the
November 2025 Notes; or
(v) must be redeemed by the Company on the Maturity Date.
(d) The effect on the capital structure of the Company upon the issue and conversion
of the November 2025 Notes is as follows:
Upon issue:
Convertible Notes Number
Convertible notes on issue at the date of this Cleansing
Notice, before the issue of the November 2025 Notes
2,100,000
November 2025 Notes issued under the Convertible
Securities Agreement
5,000,000
Total convertible notes on issue following issue of the
November 2025 Notes
7,100,000
Upon conversion (assuming conversion occurs using the Fixed
Conversion Price):
Shares Number
Shares on issue as at the date of this Cleansing Notice 428,519,176
Maximum number that may be issued on conversion of
November 2025 Notes1 14,034,603
Total Shares on issue following conversion of
November 2025 Notes
442,553,779
Notes:
1. Based on an USD:AUD exchange rate of $1.525
Upon conversion (assuming conversion occurs using the Variable
Conversion Price):
Shares Number
Shares on issue as at the date of this Cleansing Notice 428,519,176
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Shares Number
Maximum number that may be issued on conversion of
November Notes1,2 22,426,470
Total Shares on issue following conversion of
November Notes
450,945,646
Notes:
1. Based on an USD:AUD exchange rate of $1.525
2. Assumes a variable conversion price of $0.34, being 94% of the average of the lowest
5 daily volume weighted average prices during the 20 actual trading days before 17
November2025.
Other securities currently on issue:
The Company currently has the following other securities on issue:
(i) 97,358,215 quoted options (PAROA) exercisable at $0.65 on or
before 11 February 2026;
(ii) 2,500,000 unquoted options (PARAAB) exercisable at $0.65 on or
before 9 February 2026;
(iii) 3,000,000 unquoted options exercisable at $0.65 on or before 30
June 2027; and
(iv) 6,558,600 performance rights.
The Company intends to issue a further 1,500,000 performance rights
pursuant to shareholder approval being obtained at the upcoming 2025
annual general meeting.
There will be no resulting change to the number of options or performance
rights on issue upon the issue or conversion of the November 2025 Notes.
4. Rights and liabilities attaching to Shares issued on conversion of the November 2025
Notes
The Shares issued to the Noteholder on the conversion of the November 2025 Notes
under the Convertible Securities Agreement will rank equally in all respects with all of
the Company’s existing Shares.
Under the Convertible Securities Agreement, the Company is required to apply to ASX
for quotation of the Shares issued on conversion of any November 2025 Notes.
Full details of the rights and liabilities attaching to Shares are set out in the Company’s
constitution, a copy of which can be inspected free of charge, at the Company’s
registered office during normal business hours.
The following is a broad summary of the rights, privileges and restrictions attaching to
all Shares. This summary is not exhaustive and does not constitute a definitive
statement of the rights and liabilities of Shareholders.
(a) General meetings
Shareholders are entitled to be present in person, or by proxy, attorney or
representative to attend and vote at general meetings of the Company. The
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Company’s constitution permits the use of technology at general meetings
of shareholders (including wholly virtual meetings) to the extent permitted
under the Corporations Act, ASX Listing Rules and applicable law.
Shareholders may requisition meetings in accordance with section 249D of
the Corporations Act and the constitution of the Company (Constitution).
(b) Voting rights
Subject to any rights or restrictions for the time being attached to any class
or classes of shares, at general meetings of shareholders or classes of
shareholders:
(i) each Shareholder entitled to vote may vote in person or by proxy,
attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder or
a proxy, attorney or representative of a Shareholder has one vote;
and
(iii) on a poll, every person present who is a Shareholder or a proxy,
attorney or representative of a Shareholder shall, in respect of each
fully paid Share held by him, or in respect of which he is appointed
a proxy, attorney or representative, have one vote for each Share
held, but in respect of partly paid shares shall have such number of
votes as bears the same proportion to the total of such Shares
registered in the Shareholder’s name as the amount paid (not
credited) bears to the total amounts paid and payable (excluding
amounts credited).
(c) Dividend rights
Subject to the rights of any preference Shareholders and to the rights of the
holders of any shares created or raised under any special arrangement as to
dividend, the directors of the Company (Directors) may from time to time
declare a dividend to be paid to the Shareholders entitled to the dividend
which shall be payable on all Shares according to the proportion that the
amount paid (not credited) is of the total amounts paid and payable
(excluding amounts credited) in respect of such Shares.
The Directors may from time to time pay to the Shareholders any interim
dividends as they may determine. No dividend shall carry interest as against
the Company. The Directors may set aside out of the profits of the Company
any amounts that they may determine as reserves, to be applied at the
discretion of the Directors, for any purpose for which the profits of the
Company may be properly applied.
Subject to the ASX Listing Rules and the Corporations Act, the Company may,
by resolution of the Directors, implement a dividend reinvestment plan on
such terms and conditions as the Directors think fit and which provides for
any dividend which the Directors may declare from time to time payable on
Shares which are participating Shares in the dividend reinvestment plan, less
any amount which the Company shall either pursuant to the Constitution or
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any law be entitled or obliged to retain, be applied by the Company to the
payment of the subscription price of Shares.
(d) Winding-up
If the Company is wound up, the liquidator may, with the authority of a
special resolution, divide among the Shareholders in kind the whole or any
part of the property of the Company, and may for that purpose set such
value as he considers fair upon any property to be so divided, and may
determine how the division is to be carried out as between the Shareholders
or different classes of Shareholders.
The liquidator may, with the authority of a special resolution, vest the whole
or any part of any such property in trustees upon such trusts for the benefit
of the contributories as the liquidator thinks fit, but so that no Shareholder
is compelled to accept any shares or other securities in respect of which
there is any liability.
(e) Shareholder liability
As the Shares issued will be fully paid shares, they will not be subject to any
calls for money by the Directors and will therefore not become liable for
forfeiture.
(f) Transfer of shares
Generally, shares in the Company are freely transferable, subject to formal
requirements, the registration of the transfer not resulting in a
contravention of or failure to observe the provisions of a law of Australia
and the transfer not being in breach of the Corporations Act and the ASX
Listing Rules.
(g) Future increase in capital
The issue of any new Shares is under the control of the Directors of the
Company. Subject to restrictions on the issue or grant of securities
contained in the ASX Listing Rules, the Constitution and the Corporations Act
(and without affecting any special right previously conferred on the holder
of an existing share or class of shares), the Directors may issue Shares as
they shall, in their absolute discretion, determine.
(h) Variation of rights
Under section 246B of the Corporations Act, the Company may, with the
sanction of a special resolution passed at a meeting of Shareholders vary or
abrogate the rights attaching to Shares.
If at any time the share capital is divided into different classes of shares, the
rights attached to any class (unless otherwise provided by the terms of issue
of the shares of that class), whether or not the Company is being wound up,
may be varied or abrogated with the consent in writing of the holders of
three quarters of the issued shares of that class, or if authorised by a special
resolution passed at a separate meeting of the holders of the shares of that
class.
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(i) Alteration of constitution
In accordance with the Corporations Act, the Constitution can only be
amended by a special resolution passed by at least three quarters of
Shareholders present and voting at the general meeting. In addition, at least
28 days written notice specifying the intention to propose the resolution as
a special resolution must be given.
5. Compliance with disclosure obligations
The Company is a “disclosing entity” under the Corporations Act and, as such, is
subject to regular reporting and disclosure obligations under both the Corporations
Act and the ASX Listing Rules.
These obligations require the Company to notify ASX of information about specific
events and matters as they arise. In particular, the Company is obliged to continuously
disclose to the market immediately any information which a reasonable person would
expect to have a material effect on the price or the value of the Shares.
The Company is also required to prepare and lodge with ASIC yearly and half-yearly
financial statements accompanied by a directors’ statement and report, and an audit
report or review. Copies of documents lodged with ASIC in relation to the Company
may be obtained from, or inspected at, an ASIC office.
The Company will provide a copy of each of the following documents, free of charge,
to any person on request:
(a) the annual financial report most recently lodged by the Company with ASIC,
being the financial report of the Company for the year ended 30 June 2024;
(b) any half-year financial report lodged by the Company with ASIC after the
lodgement of the annual financial report referred to in paragraph (a) and
before the lodgement of this Cleansing Notice with ASX, being the half-year
financial report of the Company for the half year ended 31 December 2024;
and
(c) any continuous disclosure notices given by the Company to ASX after the
lodgement of the annual financial report referred to in paragraph (a) and
before the lodgement of this Cleansing Notice with ASX.
A list of the continuous disclosure notices given by the Company to ASX after
lodgement of the annual financial report referred to in paragraph (a) above and before
the date of lodgement of this Cleansing Notice with ASX is set out in the table below.
Date Description of Announcement
17 November 2025 Notification regarding unquoted securities - PAR
17 November 2025 Drawdown of Tranche 2 under the Convertible Note Facility
12 November 2025 Ceasing to be a substantial holder
12 November 2025 PAR Engages NBCD to Expand P3 Global Footprint
7 November 2025 Notification regarding unquoted securities - PAR
30 October 2025 Application for quotation of securities - PAR
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Date Description of Announcement
30 October 2025 September 2025 Quarterly Activities Report & Appendix 4C
20 October 2025 Notice of Annual General Meeting/Proxy Form
8 October 2025 Application for quotation of securities - PAR
30 September 2025 Phase 3 Knee OA Trial Recruiting and Dosing in AUS & US
23 September 2025 Results of Meeting
22 September 2025 Date of AGM and closing date for director nominations
11 September 2025 Unmarketable Parcel Sale Facility
9 September 2025 Application for quotation of securities - PAR
9 September 2025 Evans and Partners Healthcare Conference Presentation
29 August 2025 Appendix 4G and Corporate Governance Statement
29 August 2025 Appendix 4E and 2025 Annual Report
6. Information excluded from continuous disclosure notices
As at the date of this Cleansing Notice, the Company advises that it has fully complied
with its disclosure obligations under the ASX Listing Rules and the Corporations Act,
and, in particular, there is no information which the Company has excluded from any
of its continuous disclosure notices given in accordance with the ASX Listing Rules and
the Corporations Act as at the date of this Cleansing Notice which it would be
reasonable for investors and their professional advisors to require for the purpose of
making an informed assessment of:
(a) the assets and liabilities, financial position and performance, profits and
losses and prospects of the Company; and
(b) the rights and liabilities attaching to the November 2025 Notes and the
Shares.
Authorised on behalf of the Board of Directors.
Paul Rennie
Managing Director
Paradigm Biopharmaceuticals Ltd.
Important Notice
Statements in this announcement are made only as of the date of this announcement unless
otherwise stated and the information in this announcement remains subject to change
without notice.
To the maximum extent permitted by law, neither Paradigm nor any of its affiliates, related
bodies corporate, their respective officers, directors, employees, advisors and agents or any
other person accepts any liability as to or in relation to the accuracy or completeness of the
information, statements, opinions or matters (express or implied) arising out of, contained in
or derived from this announcement or any omission from this announcement or of any other
written or oral information or opinions provided now or in the future to any person.
-Ends-
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About Paradigm Biopharmaceuticals Ltd.
Paradigm Biopharmaceuticals Ltd. (ASX:PAR) is a late-stage drug development company driven
by a purpose to improve patients’ health and quality of life by discovering, developing, and
delivering pharmaceutical therapies. Paradigm’s current focus is developing injectable
(subcutaneous) pentosan polysulfate sodium (iPPS) for the treatment of diseases where
inflammation plays a major pathogenic role, indicating a need for the anti-inflammatory and
tissue regenerative properties of iPPS, such as in osteoarthritis (phase 3) and
mucopolysaccharidosis (phase 2).
Forward Looking Statements
This Company announcement contains forward-looking statements, including statements
regarding anticipated commencement dates or completions dates of preclinical or clinical trials,
regulatory developments and regulatory approval. These forward-looking statements are not
guarantees or predictions of future performance, and involve known and unknown risks,
uncertainties and other factors, many of which are beyond our control, and which may cause
actual results to differ materially from those expressed in the statements contained in this
presentation. Readers are cautioned not to put undue reliance on forward-looking statements.
To learn more please visit: https://paradigmbiopharma.com
Approved for release by the Paradigm Board of Directors.
FOR FURTHER INFORMATION PLEASE CONTACT:
Simon White
Director of Investor Relations
Tel: +61 404 216 467
Paradigm Biopharmaceuticals Ltd
ABN: 94 169 346 963
Level 15, 500 Collins St, Melbourne, VIC, 3000, AUSTRALIA
Email: investorrelations@paradigmbiopharma.com
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Schedule 1 – Terms and conditions of November 2025 Notes
Issue of
Convertible
Notes
The Company may create and issue convertible notes convertible into fully paid
ordinary shares in the Company (Shares) (Convertible Notes). Obsidian agrees to
subscribe for the Convertible Notes in accordance with the Convertible Securities
Agreement.
Subscription
Price
US$5,000,000 (Commitment Value).
Face Value US$1.09 per Convertible Note (Face Value).
Maturity Date 24 months after each Purchase (defined below) (each, a Maturity Date).
Purchases On the Purchase Date (set out below) Obsidian must pay the Company the
US$5,000,000. The Company will issue the number of November 2025 Notes that
is equivalent to the actual amount paid in US$ by Obsidian.
Conditions to
Contemplated
Transactions
The Subsequent Purchase is conditional on the Company obtaining Shareholder
Approval for the issue of the Convertible Securities and other conditions
precedent which are considered customary for a facility of this nature.
The Company obtained Shareholder approval for the issue of November 2025
Notes on 23 September 2025.
Interest No interest is payable on the Convertible Notes except if an event of default
occurs, interest will be payable on the Amount Outstanding and any other
amounts payable under the Convertible Securities Agreement, at a rate of 10%
per annum accruing daily and compounded monthly.
Conversion
Prices
Obsidian can convert one or more November 2025 Notes on issue to them at any
time at:
(a) 150% of the 5 day VWAP for the 5 Actual Trading Days immediately
prior to the relevant Purchase Date (“Fixed Conversion Price”);
(b) subject to the Limitations on Conversions specified below, at the
"Variable Conversion Price", being:
(i) 94% of the average of the lowest 5 daily VWAPs during the 20
actual trading days prior to the Conversion Notice date
rounded down to the lowest A$0.01; and
(ii) the Fixed Conversion Price; or
(c) in the event of an unremedied event of default and the Noteholder
issuing the Company a conversion notice, the lesser of:
(i) 85% of the lowest daily VWAP during the 10 trading days prior
to the date of the Conversion Notice date; and
(ii) the Fixed Conversion Price.
Limitations on
Conversions
Unless an event of default occurs:
(a) the Investor may only give Conversion Notices specifying that a
Conversion is to occur at the Variable Conversion Price:
(i) after the day which is 30 days after the Execution Date; and
(ii) where the 10 day VWAP for the 10 Trading Days immediately
prior to the relevant Conversion Notice Date is less than the
Fixed Conversion Price.
(b) the Investor may not give a Conversion Notice where the number of
Conversion Shares will exceed 9.99% of the total number of Shares on
issue on the Conversion Notice Date.
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Redemption
Amount
The Convertible Notes are redeemable at 110% of the amount outstanding being
the Face Value plus any other amounts payable by the Company to Obsidian in
respect of the relevant Convertible Notes (Redemption Amount).
Early
Redemption on
raise
Obsidian may at any time, subsequent to the date of the execution of the
Convertible Securities Agreement, provide written notice to the Company:
(a) where the Company raises funds in aggregate o
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