General meeting of the company. I am Bradley Glover, Non-Executive Chairman of the company. Before we commence, I would like to acknowledge the lands of the Gadigal people of the Eora nation from which the physical component of the meeting is being hosted today, and pay my respects to the elders past and present. I also acknowledge the traditional custodians of the various lands on which you are joining me from today, and the Aboriginal and Torres Strait Islander people participating in this meeting. Today's meeting is being held online and hosted from Level 3, 62 Lygon Street, Carlton, Victoria. This allows shareholders, proxy holders, and guests to attend the meeting virtually and in person. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxy holders can ask questions and submit votes. Slide 2.
Shareholders or their appointed representatives have the opportunity to ask questions or make comments to the company either personally by raising their voting, non-voting card, or if joining us remotely, via the meeting platform you have logged in today. Please note that while you can submit questions online from now, I will not address them until the relevant time in the meeting. Please also know that your questions may be amalgamated together if we receive multiple questions on one topic. Finally, due to time constraints, we may run out of time to answer all of your questions. If this happens, we will answer them in due course via email or posting responses on our website. Next slide. Voting today will be conducted by way of a poll on all items of business.
For those attending in person and entitled to vote, please pass your signed voting card to a boardroom representative at the conclusion of the meeting. Online voting is now open. The poll will remain open until the conclusion of the meeting. If you need to leave the meeting early, you may cast your vote now. At the conclusion of the meeting, voting will be collated to conclude all proxy votes and all those cast at today's meeting. The final poll results will be announced on the ASX later today. Next slide. Okay. I would like to introduce my fellow directors, executive management, and company secretaries. Dr. Lesley Russell, Non-Executive Director. Mr. Eric Sullivan, Non-Executive Director. Professor Miles Prince, Non-Executive Director. Mr. Phillip Hains, Non-Executive Director. Dr. Rebecca McQualter, CEO. And Mr. Nathan Jong, Company Secretary. Can all attendees please place themselves on mute unless speaking.
Now we will proceed to the formal portion of the meeting. Next slide. Perfect. I am advised that the notices of meeting have been properly dispatched and that a quorum of members is present. Accordingly, I call the meeting to order. I propose that in the interest of efficiency, the notice of meeting be taken as read and move now to the ordinary business of the meeting. The proxies received are held by the company's share registry. I will vote all undirected proxies in my control in favor of each resolution. Resolutions. All resolutions today are ordinary resolutions that require 50% or more votes in favor, for the resolution to pass. Next slide. We will consider resolutions one and two at the same time. The first resolution is to ratify the issuance of approximately 776 million first tranche placement shares to sophisticated and professional investors.
The second resolution is for shareholders to approve under Listing Rule 7.1, and for all other purposes, the issue of up to approximately 467 million first tranche attaching options. Next slide. Thanks. Proxies received before the meeting are displayed on the screen. 94% for Resolution 1, 90% for Resolution 2. The final results of the resolution will be released to the ASX later today. Any questions? Okay.
These two resolutions, I'll pause there, Stephen, do you have any questions?
I think we've got about what, 3.4 billion shares on issue. The turnout's 11%. Is that because a lot of the larger shareholders have participated in the placement and are excluded?
Yes, correct.
Yeah. Okay. All right. I guess the only other question I have as a retail shareholder is, what was the consideration about offering retail shareholders an SPP to be able to participate on the same terms as the sophisticated participants?
Yeah. It's always considered capital is number one, two, three and four on the agenda of every board meeting. However, statements needed to engage with our shareholders to the company. Yes, it was considered. We've seen participation rates relatively small. It's continued to be on the agenda.
You have done SPPs in the past?
Yes, indeed.
Yeah. I guess with, what is it, about AUD 86 million of cumulative losses, the history is presumably anyone who has participated is down. From a retail shareholder point of view, you might say, "Well, it's the big end of town who have taken the hits here." It's not as if these are in the money and we're missing out on discounted placements here. It's probably hard to get take-up from retail.
Okay.
It says stop trading where it is. Yeah. Okay, sure. Thank you.
If there's no further questions, let's move forward.
Yes.
Slide 8. Thanks. The purpose of resolution three is for shareholders to approve under Listing Rule 7.1 and for other purposes the issue of up to approximately 690 million second tranche placement shares and 1 billion attaching options. Proxies received before the meeting are displayed on the screen. 96% voted for. Any questions?
I'm a relatively new shareholder. I don't know the background. I guess I've got a general question if you tell us who GKCC is. I noticed the extraordinary 85% vote against Paul Hopper at the AGM last year, where he was voted off the board more comprehensively than any other director I can ever remember at a public company. I'm presuming that GKCC, as a major shareholder, were part of that vote to remove that director.
Well, that's not the particular agenda item that we're addressing, but I think you've got a fair assessment. They're a big shareholder, have exercised their voting power in the past. It is since they're precluded from voting.
Yeah. Do they have board representation?
No.
No. How much have they got, roughly?
They'll have over 20%.
Right. Okay, they're continuing to support the company.
Correct. Yeah.
With cash at the moment. They've obviously participated in a change of personnel on the board at the last AGM.
There's regular contact with that family office.
Oh, it's a family office in the U.S.?
Family office in the U.S. yeah.
U.S.
They're really keen to support me, and they're really keen to support CDH17, so treatment for colorectal cancer.
Yeah. Right. Thank you.
Bradley, just around, there are no online questions on this resolution.
Okay. Thank you. Next slide. Resolution 4. The purpose of Resolution 4 is for shareholders to approve under Listing Rule 7.1 and for all other purposes, the issue of up to 50 million adviser options. The proxy results are displayed on the screen, 70% for. Any questions on this resolution?
That's a material against vote, in votes cast, not the total capital. I also don't like issuing options and equity to ticket clippers because they're not long-term holders. It incentivizes pump and dump. The argument you always hear is, "We're out of cash. We have to pay next blue sky," which I presume is what you're going to say.
Yes.
Okay. I've got another question then. Did we tender the work of PAC Partners and Taylor Collison ahead of this raising and try and get better pricing than this big chunk of options?
Yes.
Short answer is yes.
Yes.
What's the history of PAC and Taylors in our past raisings? Are they new to the game? Are they long advisors?
They've been involved in, I believe, the last three capital raisings.
Right. This is not their first rodeo in terms of taking options. This is just what they insist on?
They've got other options that are out in the market.
Yeah. Okay. All right. Did you push back against the options?
Of course.
Yes, of course.
Okay. Not in a great negotiating position.
Correct.
Correct.
Thank you.
You've read the room. Okay. Next slide. Very good. We will consider resolutions 5 and 6 at the same time. Resolution 5 and Resolution 6 are interconditional. If either Resolution 5 or Resolution 6 is not passed, the company cannot proceed with the convertible note raising. Resolution 5 seeks approval to issue warrants, and Resolution 6 seeks approval to issue convertible notes. Next slide. The proxy results are displayed on the screen with 84% for Resolution 5 and 94% for Resolution 6. Any questions?
In terms of the overall turnout, is that just that you're primarily now retail, and retail just don't vote?
Pretty much, I would say.
Yeah. Okay, cool. Because the problem with these registers is you finish up with control sitting with a small number of shareholders who don't have that much, but because no one else votes, you can get control. If you look at the removal of Hopper last year, it was what? 20% of the 820 million votes out of 3 billion. Again, it's only 25% vote, so. Everyone always says that's retail's fault. If you don't bother to vote, then it's your fault, so. All right. No further comments. Next.
Thank you.
Bradley , just for completeness, confirming there are no online questions around these two resolutions.
Thank you. Okay. Resolution seven seeks shareholders to approve a one for 100 share consolidation. The proxy results are displayed on the screen. 91% voted for. The company received three questions from shareholders prior to the meeting related to the merit and disclosure of proposed share consolidation. In response, I note that anticipation of a shareholder consolidation was included in the funding announcement released on the 23rd of December 2025. With over 4 billion shares currently on issue, the share price trades at sub-cent levels, which creates practical barriers, including that many institutional investors and index funds have minimal price thresholds, and the extremely high share count makes capital management less efficient. The proposed one for 100 consolidation is intended to place the company in a position to better access capital markets and engage a broader range of investors.
We acknowledge that a consolidation does not of itself create value. The underlying business fundamentals are what we drive long-term shareholder value with. We encourage shareholders to consider this in the context of the company's ongoing clinical progress. Any other questions?
I support this. I'm constantly bemused why more companies don't do this, and you keep hearing of pushback. I don't understand it. Well done for doing it. My ticket to come today was to buy 250,000 shares at AUD 0.002. I've only ever done that once before. I did once buy 500,000 at AUD 0.01 in another company, but it's just getting ridiculous, obviously. I support this. I guess I've just got a procedure question, which is firstly to thank you for offering a hybrid meeting today, which maximizes access and participation. Thank you for following the agenda. A lot of companies don't do that. They just throw the agenda out and say, "Has anyone got any questions on anything?" Just asking, are you recording the meeting, and will you make it available for the 3,000+ shareholders who haven't attended or participated in the discussion?
This meeting is currently not being recorded, and we haven't had a precedent of recording it. We'll take that into consideration for the next shareholder meeting. Yeah.
All right. That's fine.
Thank you for your support on this as well.
Yeah, no. Absolutely. Yeah. Happy to hear that, Rebecca.
Appreciate it.
Yeah. Can you explain what the pushback is? I've never understood.
It's a passion.
Is it people think companies are getting away with making their share price, like very?
I think it has to still be the same.
No, in terms of the issue, it's a less embarrassing share price. We want you to be embarrassed because you've lost so much money on it. That could be the only.
We're in biotech. That's the name of our game, right? We've got patients to treat, and I need access to more capital. That's the main driver.
Yeah. Conversation for a lot longer.
Yes.
Yeah.
All right. Slide 13. Now we're on questions. In addition to the resolutions, the following general questions were received from shareholders prior to the meeting. We had a question around what money did we receive from returning the chlorotoxin asset back to the City of Hope, and some other questions related to this. The return of the CLTX to the City of Hope was structured as a strategic portfolio decision, and was following review of our development priorities. The CLTX asset was originally licensed to Chimeric by the City of Hope in 2020. Consistent with ASX disclosure obligations, the company has disclosed the terms of the return in its announcements. We had another question. It appears a marketing issue related to our Facebook page perhaps not being updated in a timely manner. Well, thank you for pointing this out. This is fair feedback.
We acknowledge that our social media presence, including Facebook, has not been consistently maintained. The board agrees that investor and public communications are important, particularly for a company at our stage in development. As part of the ongoing strategic review and board renewal process announced late last year, improving our communications and investor relations activity is in fact a priority. We note that the company does maintain active disclosure through the ASX and its website. We'll take the point that broader reach channels, such as social media, should be refreshed and indeed actively managed. There was a comment that our performance was disappointing. Thank you for that comment. The board and management share your disappointment with the company's current share price and understand the frustration of shareholders who have supported Chimeric through its development journey.
We absolutely remain committed to delivering clinical results and improving the company's standing. Absolutely. We welcome this feedback as a reminder of our accountability to shareholders. Are there any remaining questions that have not been addressed?
Got to. I'm trying to read this ASX query and response and everything. Can someone just summarize what the takeaway from all of that is?
Which query?
The February 25 revised response to ASX query letter. There's been a lot of back and forth with the ASX. What were they objecting to? Would we have done anything differently in hindsight, I guess is my question.
Yeah. This relates to our CHM 1101 asset, which is run as an investigator-initiated trial, which means we don't own the database, and MD Anderson in Texas own the database. We really rely on our relationship with MD Anderson to make sure that we get that continuous flow of information to comply with our Listing Rule 3.1. That's not always going to be perfect because it's a big academic institution, but we have a monthly call with them. The questions were some, well, why is the reporting like this? Because the database is not in our control, it doesn't mean we don't have a responsibility. We still have the responsibility to disclose. We just don't have control over that. It's me being proactive and managing that relationship to get those continuous updates so we have that information.
Basically, it was all of those announcements in relation to that program, and they sort of had a look. We've been working closely with our ASX advisor and with MD Anderson to make sure that if there are any holes, they've all been plugged. I've really taken that upon myself to make sure that we continue to get those updates so that we can announce to the market what's going on with that trial. Now, there's another trial, so this is where it gets a little bit confusing, using the same asset run by a different university, and there was a bit of confusion between the two trials.
We had to take the ASX through two. I drew a picture myself of the two different trials to make sure that they were really clear on there's one happening in Chicago and there's one happening in Texas, and that's kind of how we had to play it out. To remove that confusion, we've kind of given the trial different names, but one of them has been suspended, not related to our asset, but another part of the protocol has been impacted. Now we've got an active trial and a suspended trial for that asset, which is fine. We've really worked hard to make sure that we're doing everything we can in our power to comply with our Listing Rules, yeah.
Okay. Final question, and not looking for a long history, but as a new shareholder, I don't know the history. I just want a brief comment as to why we're AUD 86 million in cumulative losses. If we had our time again, I appreciate the sector. The nature of the sector has a lot of companies that burn through a lot of capital. I also say that, but if we had our time again, what would we have done differently?
I've got a lot of answers for you, but my brief.
A couple of things.
Okay, couple of things. The first thing is we raise in Australian dollars, and we spend in U.S. dollars, right? That's the first issue. We should have really focused on Australian operations to ensure that we're maximizing the capital that we're getting. The first instance of my diagnosis of the business when I came in was we're spending so heavily on heads in the U.S., and we're not really spending in Australia. I've been here for two years, and we've really kind of turned that around. We've reduced the headcount in the U.S. significantly. Now I get paid the least out of my team. Our U.S. heads are very expensive, and they're worth it because they're actually experts in the field, and so I'm very happy to pay that price.
However, we really need to focus on what we're doing here at home, and so we've got a partnership with cell therapies at Peter Mac. We've got a partnership with a viral vector manufacturing facility at Westmead in Sydney, and that's actually starting. We're going to start our first manufacturing run with them, which is really exciting. Making that shift from U.S.-centric operations to Australian-centric operations to maximize the capital we get is really important. The other thing I think is access to U.S. capital, which we now have a really nice pathway. We have GKCC who are backing me in, and then we also have the fund from Miami who are supporting us in this raise as well. I think, we've really created those two opportunities now, to solidify the business.
The other thing that I'm really focused on is how do we maximize the money that we do get? I don't pay for an office, as I mentioned to you previously. We're really looking at those smaller kind of spend items to make sure that everything's reduced. We used to pay AUD 2,000 a month for an investor hub. That's not worth it, right? I can try to make videos myself and look at those things that we can do ourselves. We're a small team, we're an agile team, and so we're really trying to maximize every dollar that we can.
Thank you.
No, perfect.
Okay.
Yeah, confirming there are no other online questions that's come through, Brad.
Okay. If there are no other questions at the time, then this concludes the business of the meeting. For those attending in person and entitled to vote, please pass your signed voting card to a boardroom representative at the conclusion of the meeting. For those online, please ensure that you cast any remaining votes now. The voting system will close at the end of the meeting, and the results of the resolutions will be released to the ASX later today. I thank you for your attendance, and I declare the meeting closed.
Thank you very much.
Thanks, everyone.