Announcement PDF ® IMAGION BIOSYSTEMS LIMITED (ASX: IBX) 01 April 2020 Dispatch of the Renounceable Rights Issue Prospectus MELBOURNE – Imagion Biosystems Limited (ASX: IBX) (the Company), is pleased to confirm that the Prospectus, Entitlement and Acceptance Forms the subject of the Company’s Renounceable Rights Issue announced on Wednesday, 25 March 2020, have been dispatched to persons entitled. Under the Rights Issue timetable the rights trading will end on Tuesday, 14 April 2020. The Renounceable Right Issue Prospectus is attached to this letter. - ENDS About Imagion Biosystems Imagion Biosystems is developing a new non-radioactive and safe diagnostic imaging technology. Combining biotechnology and nanotechnology the Company aims to detect cancer and other diseases earlier and with higher specificity than is currently possible. Imagion Biosystems listed on the Australian Securities Exchange (ASX) in June 2017. This Announcement has been approved by the Executive Chairman and Presentient Imagion Biosystems Limited For further information please visit www.imagionbiosystems.com U.S. Media Contact: Matthew Wygant matthew@biotechwriting.com +1-408-905-7630 Australian Media & Investor Relations: Kyahn Williamson, WE Buchan ImagionBiosystems@we-buchan.com +61-3-9866-4722 Imagion Biosystems Limited ACN 616 305 027 Level 25, 525 Collins Street, Melbourne VIC 3000 www.imagionbiosystem.com IMAGION BIOSYSTEMS LIMITED ACN 616 305 027 PROSPECTUS For a renounceable pro rata offer of 204,512,879 Shares at an issue price of $0.01 each on the basis of 2 Shares for every 5 Shares held at the Record Date, together with a free attaching New Option on a one for one basis, to raise up to $2,045,129, partially underwritten to $500,000. THIS OFFER CLOSES AT 5.00PM AEDT ON TUESDAY, 21 APRIL 2020 VALID ACCEPTANCES MUST BE RECEIVED BEFORE THAT TIME. Please read the instructions in this Prospectus and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement. THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY. IF YOU HAVE ANY QUESTIONS ABOUT THE NEW SHARES BEING OFFERED UNDER THIS PROSPECTUS, OR ANY OTHER MATTER RELATING TO AN INVESTMENT IN THE COMPANY, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER. THE SHARES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE. THIS DOCUMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA AND IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES OF AMERICA, OR TO, FOR THE BENEFIT OR ON THE ACCOUNT OF A US PERSON WITHOUT THE US WRAP. THE SHARES REFERRED TO IN THIS PROSPECTUS HAVE NOT AND WILL NOT BE REGISTERED UNDER US SECURITIES ACT, MAY NOT BE OFFERED, SOLD TO, ON BEHALF OF OR FOR THE BENEFIT OF, A US PERSON, AND NO PUBLIC OFFERING WILL BE MADE IN THE UNITED STATES OF AMERICA WITHOUT THE US WRAP. AU_Active01 906347676v1 KINGSLH CORPORATE DIRECTORY CONTENTS Directors and Management Section Mr Robert Romeo Proulx Mr Michael John Harsh Ms Bronwyn Le Grice Mr David Gerald Ludvigson Ms Jovanka Naumoska Mr Mark Gerald Van Asten Executive Chairman and President Non Exec. Director Non Exec. Director Non Exec. Director Non Exec. Director Non Exec. Director Company Secretary Ms Jovanka Naumoska Registered Office c/- K&L Gates Level 25, 525 Collins Street MELBOURNE, VIC, AUSTRALIA, 3000 Telephone: +61 3 9205 2000 Stock Exchange Listing Australian Securities Exchange ASX Code for Shares: IBX Description Page No Important Notices 3 Proposed Timetable 4 1 Details of the Offer 10 2 Action required by Shareholders 17 3 Risk Factors 20 4 Effect of the Offer 24 5 Additional Information 28 6 Authorisation 38 7 Glossary of Terms 40 Company Website http://www.imagionbiosystems.com Share Registry Boardroom Pty Limited Level 12, 225 George Street SYDNEY, NSW, AUSTRALIA, 2000 Telephone: (02) 9290 9600 Lead Manager Mahe Capital Level 8, 99 St George’s Terrace Perth, WA, 6000 Solicitors to the Company K&L Gates Level 25, 525 Collins Street Melbourne, Victoria 3000 AU_Active01 906347676v1 KINGSLH IMPORTANT NOTICES This Prospectus is dated Wednesday, 25 March 2020 and was lodged with ASIC on that date. ASIC and ASX take no responsibility for the contents of this Prospectus. No Shares will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus, being the expiry date of this Prospectus. A copy of this Prospectus is available for inspection at the registered office of the Company at K&L Gates, Level 25, 525 Collins Street, Melbourne, Victoria, Australia, 3000, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5.5). The Company will apply to ASX within 7 days of the date of this Prospectus for Official Quotation by ASX of the Shares offered by this Prospectus. The Shares offered by this Prospectus should be considered speculative. Please refer to Section 3 for details relating to investment risks. This Prospectus may contain forward looking statements that, despite being based on the Company’s current expectations about future events, are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors. These known and unknown risks, uncertainties and assumptions, could cause actual results, performance or achievements to materially differ from future results, performance or achievements expressed or implied by forward looking statements in this Prospectus. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in Section 3 of this Prospectus. Forward looking statements include those containing such words as ‘anticipate’, ‘estimate’, ‘believe’, ‘should’, ‘will’, ‘may’ and similar expressions. Acceptances for Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form sent with this Prospectus. The Entitlement and Acceptance Form sets out an Eligible Shareholders’ Entitlement to participate in the Offer. Applications for Additional Securities must also be made on the Entitlement and Acceptance Form. The issue of Additional Securities to Shareholders is in the absolute discretion of the Directors. More information on the Additional Securities Offer is contained in Section 1.6. No person is authorised to give any information or to make any representation in connection with the Offer, the Additional Securites Offer and Shortfall Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer, the Additional Securities Offer and the Shortfall Offer. No action has been taken to permit the offer of Shares under this Prospectus in any jurisdiction other than Australia and New Zealand. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known by investors and professional advisers whom potential investors may consult. AU_Active01 906347676v1 KINGSLH PROPOSED TIMETABLE Particulars1 Date (2020) Lodgement of Prospectus with ASIC and provision of copies to ASX Wednesday, 25 March 2020 Appendix 3B given to ASX Wednesday, 25 March 2020 Notice sent to security holders containing information required by Appendix 3B Thursday, 26 March 2020 “Ex” date – existing shares are quoted on an ex basis and rights trading starts on a deferred settlement basis Friday, 27 March 2020 Record Date Monday, 30 March 2020 Prospectus and Entitlement and Acceptance Form sent to Eligible Shareholders Wednesday, 1 April 2020 Rights trading ends Tuesday, 14 April 2020 Last Day to extend offer closing date Thursday, 16 April 2020 Closing Date2 Tuesday, 21 April 2020 ASX notified of under subscriptions Thursday, 23 April 2020 Anticipated date for the issue of the Shares Tuesday, 28 April 2020 Normal trading of shares commence Wednesday, 29 April 2020 Notes: 1 Indicative dates only. 2 Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. extension of the Closing Date will have a consequential effect on the anticipated date for issue of the Shares. Any AU_Active01 906347676v1 KINGSLH Chairman’s Letter Dear Investors, On behalf of the Directors of Imagion Biosystems Limited (Imagion Biosystems or Company), please find below a Prospectus associated with an offer to participate in a renounceable pro rata offer of shares in the Company (with free attaching New Options) to raise up to $2,045,129 (before payment of Offer costs). The Lead Manager of the Offer, Mahe Capital, is partially underwriting the Offer to $500,000. Imagion Biosystems is a company dedicated to improving healthcare through the early detection of cancer by developing new non-radioactive and safe diagnostic imaging technology. By combining biotechnology and nanotechnology, the Company aims to detect cancer and other diseases earlier and with higher specificity than is currently possible. Imagion Biosystems has been listed on the Australian Securities Exchange (ASX) since June 2017. In May of 2019 the Company reported the successful conclusion of toxicology testing of the nanoparticle injectable formulation for its HER2 metastatic breast cancer test; an important milestone demonstrating the material should be safe for use in human studies. In July 2019 the Company received notice from the U.S. Food and Drug Administration (FDA) that the MagSense System had been designated as a “Breakthrough Device”. Achieving the designation provides expedited communication with the FDA which will be valuable as the Company is currently seeking regulatory approval to undertake a first-in-human study. In July the Company received more than $2 million in R&D tax incentives from the Australian Tax Office (“ATO”) for its 2018 tax year. In November 2019 the Company raised $3.3 million in a renounceable rights offer which allowed us to proceed with qualifying our contract manufacturers that will be responsible for making our material under current Good Manufacturing Practices, and initiating the purchase of the raw materials and key equipment to be used to make the material. The purpose of the Offer is to raise up to $2,045,129. via the issue of 204,512,879 shares in the Company at an issue price of $0.01 per share to strengthen our balance sheet and provide necessary capital resources as we work towards accomplishing the business objectives we have communicated in our recent announcements. The Board recognizes that the advent of the COVID-19 pandemic has created significant uncertainties both in capital markets and with regard to general business risks. To-date we have not had any significant setbacks, however we are acting now to ensure we have capital resources to withstand a possible nearterm temporary disruption. We are committed to prudent management of our capital resources and protecting our shareholders’ interest through timely achievement of our first clinical study. While the COVID-19 crisis may have nearterm impacts, it does not undo the progress we have made, or alter the importance of our remaining focused on our goal of undertaking our first clinical study; a milestone which we expect will unlock the clinical and commercial potential of our technology and the unmet need for early cancer detection. This Prospectus includes detailed information about the Offer, as well as other details that may be relevant when assessing an investment in the Company, including the general and specific risks associated with an investment in the Company, which are in Section 3 of this Prospectus. I encourage you to read this Prospectus carefully and in its entirety before making your investment decision and, if required, consult with your stockbroker, solicitor, accountant or other independent professional adviser. AU_Active01 906347676v1 KINGSLH On behalf of the Board, I present the Offer to you and look forward to your continued support as a shareholder of the Company and as an advocate for improving cancer care. Yours sincerely Robert Proulx AU_Active01 906347676v1 KINGSLH Investment Overview & Risks This information is a selective overview only. Prospective investors should read the Prospectus in full before deciding to participate in this Offer. Questions Response Where to find more information What is the Offer? The Company is making a renounceable, pro rata offer of Shares at an issue price of $0.01 each to Eligible Shareholders on the basis of 2 Shares for every 5 Shares held at the Record Date, together with a free attaching New Option on a one for one basis, to raise up to $2,045,129. There is no minimum. Section 1 Am I an Eligible An Eligible Shareholder is a person registered as the holder of Shares on the Record Date whose registered address is in the Shareholder? United States of America, Australia or New Zealand. Section 1.3 and 1.14 The Offer is not being extended to any shareholders whose registered address is outside the United States of America, Australia or New Zealand. How will the The funds raised under the Offer at the targeted amount are proceeds of the proposed to primarily be expended to ensure, in light of market and business conditions related to the COVID-19 pandemic, that Offer be used? the company has capital resources to maintain current research and development and manufacturing programs, and otherwise for general working capital purposes. Section 1.2 What are the key There are a number of key specific risks for an investment in the risks of a Company, including the following: subscription under  Reliance on key personnel; the Offer?  Regulated industry;  Product risk;  Commercialisation risk;  Product liability;  Competition;  Intellectual property rights;  Going Concern; and  Additional requirement for capital. Section 3 There are also a number of general risks associated with an investment in the Company, such as:      COVID-19; Market conditions; Economic and government risks; Litigation; and Investment risk. Is the Offer The Offer is partially underwritten by the Lead Manager. The underwritten? Company will pay underwriting fees and disbursements as provided for under the Underwriting Agreement. Details of the Section 1.5 AU_Active01 906347676v1 KINGSLH Underwriting Agreement including circumstances under which the Underwriter may terminate its obligations are set out in section 1.5. The Directors also reserve the right under ASX Listing Rule 7.2 exception 3 to place any Entitlement shortfall at their discretion at an issue price no less than the Offer Price under this Entitlement Offer. Is the Offer subject No. to any conditions? Section 1.9 What will be the The following table sets out the dilutionary effect, assuming the effect of the Offer full amount is raised and no further Shares are issued or option on control of the exercised: Company? Section 1.20 & 1.21 Holding at Record Date How do I apply for New Shares and Additional Securities under the Offer? Holding following Offer if Entitlement not accepted Holder Number % Entitlement Number % Holder 1 64,099,476 12.5% 25,639,790 64,099,476 9.0% Holder 2 25,000,000 4.9% 10,000,000 25,000,000 3.5% Holder3 17,000,000 3.3% 6,800,000 17,000,000 2.4% Applications for Shares under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus and sending it to the Share Registry together with payment by cheque, or by completing a BPAY® payment, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully. Section 2.2 & 2.5 Can I sell my The rights to Shares under the Offer are renounceable. Entitlements under Accordingly, you may trade your rights on ASX and dispose of the Offer? your rights to subscribe for Shares to any other party. Section 1.8 How will Additional Securities allocated? Section 1.7 the In the event that not all Eligible Shareholders accept their full Entitlement pursuant to the Offer, the Company is offering be Additional Securities to Eligible Shareholders on the terms and conditions in this Prospectus. If Shareholders wish to apply for Additional Securities they should complete the relevant section of the Entitlement and Acceptance Form. Refer to Section 2.5 for instructions as to how to apply for Additional Securities. Further, Board intends to allow the Lead Manager to place up to the entire Shortfall within 3 months in accordance with ASX Listing Rule 7.2 Exception 3. The allocation policy will be as directed by the Board. AU_Active01 906347676v1 KINGSLH How can I obtain further You can obtain further information from: advice?  Your accountant, solicitor, stockbroker or other independent professional financial advisor;  From the Share Registry, Boardroom Pty Ltd on 1300 737 760 between 8.30am and 5.00pm (Melbourne time) Monday to Friday;  From the Company by contacting the Company Secretary, Jovanka Naumoska at corpsecretary@imagionbio.com or +1 619 693 4432. Section 1.22 AU_Active01 906347676v1 KINGSLH 1. Details of the Offer 1.1 The Offer The Company is making a renounceable, pro rata offer of Shares at an issue price of $0.01 each to Eligible Shareholders on the basis of 2 Shares for every 5 Shares held at 5.00 pm (AEDT) on the Record Date (Offer). A minimum of Nil Shares and a maximum number of 204,512,879 Shares may be issued pursuant to this Prospectus. The issue price under the Offer of $0.01 per Share represents a 38% discount to the volume weighted average price of the Company’s shares on the ASX (VWAP) calculated over the 30 trading days prior to the date of this Prospectus and a 67% discount to the VWAP over the 90 trading days prior to the date of this Prospectus. The Prospectus is also for the offer of the Additional Securities and Offer of Shortfall Shares. Shareholders are entitled to participate in the offer of the Additional Securities by completing the relevant sections of the Entitlement and Acceptance Form. Refer to Sections 1.6 and 1.7 for further information. Refer to Section 5.1 for a summary of the rights attaching to the Shares. 1.2 Purpose of the Offer Completion of the issue of Shares offered by this Prospectus will result in an increase in the cash on hand of up to $2,045,129 (before payment of Offer costs). At the date of this Prospectus the Company has approximately $1.6 million in cash. In addition to the funds raised in the offer the company has filed for its 2019 R&D tax credit in the first calendar quarter of 2020 and anticipates receiving approximately $2 million in the tax incentive refund. The funds raised under the Offer are proposed to primarily be expended to ensure, in light of market and business conditions related to the COVID-19 pandemic, that the company has capital resources to maintain current Research and Dvelopment and manufacturing programs, and otherwise for general working capital purposes. A breakdown of the use of funds is as follows: AU_Active01 906347676v1 KINGSLH Description A$ Funds raised under the Offer (before payment of the costs of the Offer) $2,000,000 Working capital at the time of the offering $1,566,000 R&D tax cedit expected in early 2020 $2,120,000 Total sources of funding $5,686,000 cGMP production and testing of nanoparticle formulation for use in first human study $1,153,000 R&D Support, Regulatory and Clinical costs to undertake a first in human study $2,337,000 General business operations and working capital $1,976,000 Costs of Offer Total uses of funds $220,000 $5,686,000 Actual expenditure may differ significantly from the above estimates due to a number of factors including the outcome of operational and commercialisation activities, regulatory development, market and general economic conditions and other factors (including the risk factors outlined in Section 3). Unallocated working capital may be utilised by the Company to pay for cost overruns in budgeted expenditures (if any), and in the administration of the Company. 1.3 Your Entitlement and acceptance Your Entitlement to participate in the Offer will be determined on the Record Date, being Monday, 30 March 2020. The Entitlement of Eligible Shareholders receiving this Prospectus is shown on the Entitlement and Acceptance Form sent to Eligible Shareholders with this Prospectus. You may accept all or only part of your Entitlement. If your acceptance exceeds your Entitlement, unless you apply for Additional Securities (refer to Section 1.6), acceptance will be deemed to be for your maximum Entitlement and any surplus Application Monies will be returned (without interest). 1.4 Opening and Closing Dates The Company will accept Entitlement and Acceptance Forms from the Record Date for determining Eligible Shareholders’ Entitlements, being Monday, 30 March 2020, until 5.00pm AEDT on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules. 1.5 Underwriting The Offer is partially underwritten to $500,000. Under the Underwriting Agreement, the Company has agreed to pay the Underwriter a management fee of 1.0% of the total offer proceeds and an underwriting fee totalling 5.0% of the underwritten amount (plus GST) in consideration of the Underwriter performing its obligations under the Underwriting Agreement. Under the Underwriting Agreement, the Underwriter must procure subscriptions (including by appointing sub-underwriters) for the difference between the amount underwritten and the amount raised under the Entitlement Offer. AU_Active01 906347676v1 KINGSLH The Underwriter may terminate its obligations to underwrite the Entitlement Offer under the Underwriting Agreement with the Company in circumstances typically found in agreements of this nature (in certain of these circumstances including having regard to the materiality of the success, settlement or marketing of the Offer) if the circumstances arise in relation to the Entitlement Offer. These circumstances include, without limitation: (a) ASIC applies for certain orders or commences certain investigations in relation to the Company under the Corporations Act (b) management or Board Certificates required to be provided to the Underwriter are not furnished when required or are defective in any material respect; (c) this Offer Document or any aspect of the Entitlement Offer does not comply in any material respect with the Corporations Act or the ASX Listing Rules or any other applicable law; (d) the Company alters its capital structure or constitution without the prior written consent of the Underwriter; (e) any member of the Company group is insolvent; (f) the Company is prevented from issuing the Entitlement Offer Shares within the time required by the Listing Rules or applicable laws; (g) the Company withdraws all or any part of the Entitlement Offer or indicates that it does not intend to or is unable to proceed with the Offer; (h) unconditional approval by ASX for official quotation of the Shares is not granted (or is withdrawn) by the timetabled date or ASX makes an official statement that it will not be granted; (i) the S&P/ASX 200 index falls by 7.0% or more below its level (on the business day before the date of the Underwriting Agreement was signed) for 2 consecutive business days between (and including) that date and the respective settlement dates. (j) there is an adverse change, or an event occurs which is likely to give rise to an adverse change, in the business, assets, liabilities, financial position or performance, profits, losses, results, operations or prospects of the Group; (k) a representation or warranty made or given by the Company under the underwriting agreement is breached or proves to be, or has been, or becomes, untrue or incorrect or misleading or deceptive; (l) there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State of Australia a new law, or the Reserve Bank of Australia, or any Commonwealth or State, adopts or announces a proposal to adopt a new policy any of which does or is likely to prohibit or restrict the Entitlement Offer, capital issues or stock markets or materially adversely affects the Group; (m) the occurrence of a suspension or material limitation (for at least one Business Day) in trading in securities generally on ASX, the New York Stock Exchange, the Hong Kong Stock Exchange, the Singapore Stock Exchange or the London Stock Exchange or a suspension (for at least one Business Day) in trading in the securities of the Company on ASX (other than pursuant to a trading halt); or As is customary with these types of underwriting arrangements: (n) the Company has agreed to indemnify the Underwriter, its officers, employees, and agents and advisers against losses incurred in connection with the Entitlement Offer, the Offer Document and the performance of the Underwriting Agreement other than AU_Active01 906347676v1 KINGSLH where the losses have resulted from the fraud, wilful default, breach of contract or negligence of the indemnified person or in certain other circumstances; and (o) the Company has provided a full range of warranties and representations to the Underwriter, including about the Entitlement Offer and its compliance with applicable laws. The Underwriter has given, and at the time of lodgement of this Offer Document, has not withdrawn its consent to be named as the Underwriter to the offer of Shares under this Offer Document, in the form and context in which it is named. The Underwriter was not involved in the preparation of any part of this Offer Document and did not authorise or cause the issue of this Offer Document. The Underwriter makes no express or implied representation or warranty in relation to the Company, this Offer Document or the Entitlement Offer and do not make any statement in this Offer Document, nor is any statement in it based on any statement made by the Underwriter. To the maximum extent permitted by law, the Underwriter expressly disclaims and takes no responsibility for any material in, or omission from, this Offer Document other than the reference to its name. 1.6 Application for Additional Securities Any Entitlements not taken up may become available as Additional Securities. Eligible Shareholders (other than Directors and related parties of the Company) may, in addition to their Entitlement, apply for Additional Securities, by completing the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on that form. It is possible that there will be few or no Additional Securities available for issue, depending on the level of take up of Entitlements by Eligible Shareholders. There is also no guarantee that in the event Additional Securities are available for issue, they will be allocated to all or any of the Eligible Shareholders who have applied for them. It is an express term of the Entitlement Offer that Applicants applying for Additional Securities will be bound to accept a lesser number of Additional Securities allocated to them than applied for, if so allocated. If a lesser number of Additional Securities is allocated to them than applied for, excess Application Monies will be refunded without interest. The Company together with the Underwriters reserve the right to scale back any applications for Additional Securities in its absolute and sole discretion. When determining the amount (if any) by which to scale back an application, the Company and the Underwriters may take into account a number of factors, including the size of an Applicant’s shareholding in the Company, the extent to which an Applicant has sold or bought Shares in the Company before and after both the announcement of the Entitlement Offer and the Record Date, as well as when the application was made. Refer to Section 2.5 for instructions as to how to apply for Additional Shares. 1.7 Shortfall Offer The Directors as permitted under ASX Listing Rule 7.2 exception 3 reserve the right at their discretion to place any Shortfall remaining after the satisfaction of applications for New Shares by Eligible Shareholders (including applications for Additional Securities made in accordance with Section 1.6 (Shortfall Offer). The Shortfall Offer is a separate offer made pursuant to the Prospectus, on the same terms and conditions as the Entitlement Offer, and will remain open for up to three months from the Closing Date unless closed earlier. Any investor who is not an Eligible Shareholder at the Record Date and who the Company invites to participate in the Shortfall Offer, will need to follow the procedures advised to them by the C