Announcement PDF Imagion Biosystems Limited ACN 616 305 027 (ASX code: IBX) Non-renounceable Entitlement Offer Non-renounceable pro-rata offer to Eligible Shareholders on the basis of one New Share for every eight Shares held as at the Record Date at an Issue Price of $0.017 (1.7 cents) per New Share (Offer) to raise approximately $2.4 million (less costs). Important Notice This Offer Document is not a prospectus or other form of disclosure document under the Corporations Act 2001 (Cth). It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding the Offer or about the rights attaching to the New Shares offered by this Offer Document. This Offer Document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay. Please read the instructions in this Offer Document and on the online Entitlement & Acceptance Form regarding the acceptance of your Entitlement. This Offer Document is not for release, publication or distribution in the United States or elsewhere where such an offer would be in contravention of securities laws. Important Notes 1. Offer document 4. This Offer Document has been prepared by Imagion Biosystems Limited ACN 616 305 027 (the Company). This Offer Document is not a prospectus or other form of disclosure document under the Corporations Act 2001 Cth (Corporations Act) and has not been lodged with ASIC. The Offer contained in this Offer Document is being made without disclosure in accordance with section 708AA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84. Neither the Company nor any other person warrants, represents or guarantees (expressly or by implication) the future performance of the New Shares or any particular rate of return on any investment made pursuant to Offer, or any particular tax treatment. This Offer Document contains certain “forward looking statements”. Forward-looking statements include those words such as "believe", "anticipate", "estimate", "expect", "will", "plan", "should", "may", "intend", "likely", "forecast" and other similar expressions but not limited to statements regarding the outcome and effects of the Offer. Forwardlooking statements, opinions and estimates provided in the information in this Offer Document are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements in this Offer Document are current and speak only as at the date of this Offer Document. As a result, it is important for Eligible Shareholders to read and understand the information on the Company and the Offer made publicly available, before accepting all or part of their Entitlement. In particular, please refer to the information in this Offer Document, the Company's annual reports and other announcements made available at www. imagionbiosystems.com or www.asx.com.au. 2. This is an important document The information contained in this Offer Document does not constitute investment advice and has been prepared without taking into account each Eligible Shareholder's investment objectives or financial circumstances. You should seek advice from your professional adviser before deciding to invest. Investing in the Company involves risks. No representation or warranty (express or implied) is given as to the accuracy, completeness or correctness, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in this Offer Document. While due care and attention have been used in the preparation of forward-looking statements, you are cautioned not to place undue reliance on such statements. To the maximum extent permitted by law, the Company disclaims any obligation or undertaking to release any updates or revisions to such information to reflect any change in expectations or assumptions. The Offer Document does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding the Offer or about the rights attaching to the New Shares offered by this Offer Document. 3. Future performance and forward-looking statements Disclaimer 5. No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer. Past performance Investors should note that the Company's past performance including Share price performance provides no guarantee or guidance as to future Share price performance. Any past performance information given in this Offer Document is provided for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance including the Company's future financial position or Share price performance. To the extent permitted by law, neither the Company nor any other person warrants the future performance of the Company or any return on any investment made under this Offer Document, except as required by law and then only to the extent so required. 1 6. Risks Australia or New Zealand (Ineligible Foreign Shareholders) should refer to Section 2.16 for details of how their Entitlement will be dealt with. An investment in the Company is subject to investment and other known and unknown risks, uncertainties, and assumptions, many of which are outside the control of the Company and its board, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward-looking statements in this Offer Document. Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to take up their Entitlements under the Offer. Refer to the ‘Risks’ section included in section 6.2 of this Offer Document for a summary of general and specific risk factors that may affect the Company. 7. 9. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The New Shares have not been, nor will be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Eligibility Applications for New Shares (including Additional Shares) by Eligible Shareholders can only be made using the Eligible Shareholder’s Entitlement & Acceptance Form accessed by logging into their account at www.investorserve.com.au, to be accompanied by payment via Bpay®, as described herein. The Entitlement & Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer. 8. Not for Distribution outside Australia and New Zealand The Entitlements may not be taken up by, and the New Shares may not be offered or sold to, any person in the United States or any person that is, or is acting for the account or benefit of, any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Overseas Shareholders This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or to issue this Offer Document. No action has been taken to permit a public offering of the New Shares under the Offer in any jurisdiction outside of Australia and New Zealand. This document may not be released or distributed in the United States. The distribution of this document in other jurisdictions outside Australia and New Zealand may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. It is not practicable for the Company to comply with the securities laws of any other overseas jurisdictions other than Australia and New Zealand having regard to the number of overseas Shareholders, the number and value of the New Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. 10. Currency All references to A$, $A, dollar or $ in this Offer Document are to Australian currency. 11. Definitions and references to time Capitalised words and expressions in this Offer Document have the meaning given to them in Section 7. Unless otherwise stated, any reference to time in this Offer Document is a reference to Melbourne, Australia time. It is the responsibility of any Applicant to ensure compliance with any laws of a country relevant to their application. Completion online of the Entitlement & Acceptance Form (and payment by Bpay®) will be taken by the Company as a representation that there has been no breach of such laws, that the Applicant is an Eligible Shareholder and that the Applicant is physically present in Australia or New Zealand. Shareholders outside 12. Date of this Offer Document This Offer Document is dated 7 March 2023 2 Key Offer details* Key details of the Offer Offer to Eligible Shareholders One (1) New Share for every eight (8) Shares held at the Record Date at the Issue Price plus the Top-Up Facility for Shareholders who subscribe for their full Entitlement Issue Price per New Share $0.017 or 1.7 cents per New Share payable in full on Application Maximum number of New Shares issued under the Offer 140,164,817 New Shares Maximum proceeds from the Offer (excluding costs associated with the Offer) Approximately $2.4 million (before expenses and costs of the issue) Maximum number of Shares on issue following the Offer (approximately) (refer to Section 3 below for more detail) 1,261,483,351 Shares *The table above does not include any Shares which may be issued to Mercer Street Global Opportunity Fund, LLC under the Convertible Securities Agreement, subject to certain conditions being satisfied. Please refer to the Letter from the Chairman contained in this Offer Document and the Company's ASX announcement dated 7 March 2023 for further details in relation to the Convertible Securities Agreement. Important dates* Event Record Date (to determine Entitlement of Eligible Shareholders to participate in the Offer) 7.00pm (AEDT), 10 March 2023 Opening Date of Entitlement Offer - Dispatch of the Eligible Shareholder's letter advising them of the access details for the Offer Document and online Entitlement & Acceptance Form. 15 March 2023 Closing Date for acceptances under the Entitlement Offer 5.00pm (AEDT), 30 March 2023 Shortfall (if any) announced to the ASX 4 April 2023 Issue of the New Shares 6 April 2023 Trading (T+2) of New Shares expected to commence 11 April 2023 * The above dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to extend the Closing Date or to withdraw the Offer at any time without prior notice, in which case all Application Monies will be refunded (without interest) as soon as practicable. Any extension of the Closing Date will have a consequential effect on the issue date of New Shares. All dates and times are references to Melbourne, Australia time. 3 Letter from the Chairman 7 March 2023 On behalf of the Board of Imagion Biosystem Limited (Company), I invite you to participate in the Company’s Non-renounceable pro-rata entitlement offer of one (1) New Share for every eight (8) Shares held at the Record Date of 10 March 2023 at an Issue Price of $0.017 (1.7 cents) per New Share, (Offer). Shaw and Partners have been appointed as lead manager of the Offer. This Offer, forms a capital raise of approximately $2.4 million (before costs). The Company has also announced that it has entered into a convertible securities agreement with Mercer Street Global Opportunity Fund, LLC (Mercer) providing for a secured financing facility of up to approximately $15 million, in a minimum of three investment tranches subject to certain conditions being satisfied (Convertible Securities Raise). Mercer will have the right to convert its convertible securities into fully paid ordinary shares in the Company, in accordance with the relevant terms of each tranche. In addition, Mercer will receive 22,058,824 new shares, representing 2.5% of the total facility, at no cost to Mercer in consideration for the provision of the funding facility (the deemed issue price is $0.017 per share). Additionally, for each tranche of investment, Mercer will receive a 75% option coverage to purchase new shares in the Company. Please refer to the Company's ASX announcement dated 7 March 2023 for further details in relation to the Convertible Securities Raise. Funds raised under the Offer, in combination with funds raised under the Convertible Securities Raise, will be used primarily to prepare the Company’s MagSense® HER 2 breast cancer imaging agent for the next phase of clinical development, funding towards pipeline growth into oncology indications such as prostate and ovarian cancer and to provide additional working capital. The decision to raise capital at this time is driven by the progress of the Company’s first clinical trial with positive data providing the confidence to advance product development and initiate further clinical trials, most likely in the United States (refer to the Company Update ASX announcement released on 6 February 2023 for further details). This capital raise will allow the Company to enable advancement to the next stage of clinical development in relation to the MagSense® HER 2 breast cancer imaging agent and move towards an IND application, which the Board views as having the potential to generate significant shareholder value. The Offer is to be made pursuant to s708AA of the Corporations Act and may be summarised as follows:  Australian and New Zealand residents holding Shares may subscribe under the Offer for one (1) New Share for every eight (8) Shares held as at the Record Date of 7.00pm AEDT on 10 March 2023, (Offer).  The Offer of approximately 140,164,817 New Shares to an amount of approximately $2.4 million.  New Shares are priced at $0.017 (1.7 cents) per New Share.  Holders may also subscribe for Additional Shares beyond their Entitlement (on the basis that some existing Holders will be either ineligible or may fail to fully take up their Entitlement). This ability to apply for Additional Shares is restricted only to Eligible Shareholders (other than Directors and related parties of the Company) who also subscribe for their full Entitlement, is determined at the discretion of the Board and is referred to as a 'Top-Up Facility'.  The Directors reserve the right for up to 3 months after the close of the Offer to place any Shortfall at the Board's discretion but at a price no less than the Issue Price. A copy of this Offer Document has been lodged with the ASX and can be accessed on the ASX website or via the Company's website www.imagionbiosystems.com. 4 The funds from the Offer are important and will significantly strengthen the Company’s balance sheet and provide funds towards:  Establishing the clinical and regulatory support teams and to prepare the Company’s MagSense® HER 2 breast cancer imaging agent for the next phase of development including manufacturing of materials;  The Company’s business development activities, working capital, corporate activities, and offer costs. As a Board, we appreciate the support of our existing Shareholders and we have been mindful of providing existing Shareholders this opportunity to further their investment in the Company. Yours sincerely Robert Proulx Chairman Imagion Biosystem Limited 5 1. Summary Item Explanation Where to find Information What is the Offer? Non-renounceable entitlement offer of New Shares, as described below (Offer) Section 2.1 What are the terms of the Offer? One (1) New Share for every eight (8) Shares held on the Record Date at an issue price of $0.017 (1.7 cents) per Share. All Share Entitlements issued will be rounded up to the nearest whole number. Section 2.1 Can I sell or transfer my Entitlements? No, the Offer is non-renounceable and, accordingly, you cannot offer to sell or transfer any of your Entitlement on the ASX or via an off-market transfer. Section 2.7 Can I purchase Additional Shares at the same price? Yes, the Company is also offering a Top-Up Facility so Eligible Shareholders who fully subscribe under the Offer will also have the right to apply for Additional Shares (limited to those Shares not subscribed for by other Eligible Shareholders), at the same offer price. Any Additional Shares to be issued will only be issued at the Board's discretion - there is no guarantee that the Board will issue any Additional Shares under the Top-Up Facility. Section 2.10 Shortfall If there remains any Shortfall after allocation of Entitlements to Eligible Shareholders under the Offer, and the issue of all Additional Shares, the Directors reserve the right for up to 3 months after the close of the Offer to place any Shortfall at the Board's discretion but at a price no less than the Issue Price. Sections 2.10 and 2.11 Is the Offer underwritten? No, the Offer is not underwritten. Is there a Minimum Subscription Amount No, there is no minimum subscription amount. How do the New Shares rank in comparison to existing Shares All New Shares issued under the Offer will rank equally in all respects with existing Shares from the date of their issue. Section 2.20 Who can invest? Eligible Shareholders of the Company as at 7.00pm AEDT on 10 March 2023 (Record Date). Sections 2.1 and 2.6 What are my choices? As an eligible Shareholder you may:  take up all of your Entitlement under the Offer (and if you have taken up all your Entitlement, you may also apply for participation in the Top-Up Facility); or  exercise only a portion of your Entitlement and allow the balance to lapse; or  do nothing, in which case all of your Entitlements will lapse and you will receive no value for those lapsed Entitlements. Section 4.1 6 2. Details of the Offer 2.1 The Offer The Company is offering Eligible Shareholders the opportunity to subscribe for one (1) New Share for every eight (8) Shares held at 7.00pm (AEDT) on the Record Date at an Issue Price of $0.017 (1.7 cents) per New Share, and for shareholders who subscribe for their Entitlement in full, the opportunity also to take up an offer of Additional Shares under the Top-Up Facility. Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, that will be rounded up to the nearest whole New Share. Your Entitlement under the Offer is shown on the online Entitlement & Acceptance Form. Details on how to accept the Offer are set out in Section 4.2. Eligible Shareholders who fully subscribe for their entire Entitlement may also apply under the TopUp Facility for Additional Shares. The allocation of any Additional Shares will be limited to the extent that there are sufficient New Shares available after the close of the Offer which have not been taken up by some of the Eligible Shareholders as set out in Section 2.10. Subject to the Corporations Act and the Listing Rules, if there remains any Shortfall after allocation of Additional Shares (if any), the Directors reserve the right for up to 3 months after the close of the Offer to place any Shortfall at the Board's discretion but at a price no less than the Issue Price. 2.2 Size of the Offer As at the Record Date, the Company has on issue 1,121,318,534 Shares; 57,071,000 unlisted options and 233,301,933 listed options. Approximately 140,164,817 New Shares will be offered under the Offer to raise approximately $2.4 million before the expenses of the Offer are taken into account. There is no minimum amount of capital that must be subscribed under this Offer. 2.3 Use of Funds It is currently proposed that the Company will use the funds from the Offer as follows: Description 2.4 A$ Establishing the clinical and regulatory support teams and to prepare the Company’s MagSense® HER 2 breast cancer imaging agent for the next phase of development including manufacturing of materials. $1.65 million The Company’s business development activities, working capital, and corporate activities. $0.41 million Costs of the Offer $0.32 million Total $2.38 million Opening and Closing Date The Offer will open for receipt of acceptances on 15 March 2023. The Closing Date for acceptance of your Entitlement is 5.00 pm (AEDT) on 30 March 2023. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to extend the last date for completion online of the Entitlement & Acceptance Form (and payment by Bpay®), or to delay or withdraw the Offer at any time without prior notice. Where the Offer is withdrawn, all Application Monies will be refunded (without interest) as soon as practicable by cheque to your 7 registered address as noted on the Company’s share register. Any extension of the Closing Date will have a consequential effect on the issue date of New Shares. 2.5 Entitlements under the Offer The Offer is Non-renounceable and therefore Eligible Shareholders cannot offer to sell or transfer any of their Entitlement on the ASX or via an off-market transfer (or any other exchange or privately transferred). Shareholders who do not take up their Entitlements in full will have their percentage interest in the Company diluted as compared to that percentage as at the Record Date. As described in Section 2.9, any New Shares not taken up by an Eligible Shareholder by the Closing Date will form part of the Shares available under the Shortfall Offer, including the Top-Up Facility. 2.6 Entitlements and acceptance The Entitlement of Eligible Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the online Entitlement & Acceptance form accessible by logging into your account at www.investorserve.com.au. 2.7 No rights trading The Offer is Non-renounceable. Accordingly, the Entitlements under the Offer will not be tradable on the ASX or otherwise capable of being sold or transferred. Shareholders who do not take up their Entitlement in full will not receive any value in respect of that part of the Entitlement they do not take up. 2.8 No cooling off rights Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your Application once it has been received. 2.9 Top-Up Facility Eligible Shareholders (other than Directors and related parties of the Company) who fully subscribe for their entire Entitlement under the Offer may, in addition to taking up their Entitlements in full, apply for any number of Additional Shares in excess of their Entitlements by using the Top-Up Facility. Additional Shares will only be available where the number of Shares the subject of Applications received under the Offer is less than the aggregate Entitlements, the aggregate Entitlements being 140,164,817 New Shares. Any Additional Shares issued will be at the same Issue Price of $0.017 (1.7 cents) per Share. Details on how to apply for Additional Shares under the Top-Up Facility are set out in Section 4.3. There can be no guarantee that there will be any allocation of Additional Shares under the Top-Up Facility. Subject to the Corporations Act and the Listing Rules, the Board in its discretion may determine the allocation subscriptions for Additional Shares (if any). It is an express term of the Offer that Eligible Shareholders who apply for Additional Shares are bound to accept a lesser number of Additional Shares than they applied for or may be allocated no Additional Shares at all. In both cases, excess Application Monies will be refunded without interest. The Company reserves the right to scale back any applications for Additional Securities in its absolute discretion. When determining the amount (if any) by which to scale back an application, the Company may take into account a number of factors, including but not limited to 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 Offer and the Record Date, as well as when the application was made. 8 For the avoidance of doubt, the prohibitions set out in section 606 of the Corporations Act on certain acquisitions of relevant interests in voting shares will apply to limit the acquisition of Additional Shares through the Top-Up Facility (as well as any other Shares issued under a Shortfall). 2.10 Shortfall Offer If there remains any Shortfall after all Eligible Shareholders take up their Entitlements and all Additional Shares are allocated, the Directors reserve the right for up to 3 months after the close of the Offer to place any Shortfall at the Board's discretion, but at a price not less than the Issue Price of $0.017 (1.7 cents) per New Share (Shortfall Offer). 2.11 Directors' interests The relevant interest of each of the Directors in the securities of the Company as at the Record Date is set out in the table below: Officer 2.12 Existing Shares Existing interest in options Existing performance rights Robert Proulx 6,163,250 6,282,000 5,000,000 Michael Harsh 260,000 560,000 Nil David Ludvigson 545,000 620,000 Nil Jovanka Naumoska 260,000 560,000 Nil Mark Van Asten 545,000 620,000 Nil Dianne Angus 243,000 500,000 Nil Geoff Hollis (Secretary) Nil 3,000,000 5,000,000 Issue and despatch The issue of New Shares offered by this Offer Document is expected to occur on 6 April 2023. It is the responsibility of Applicants to determine their allocation prior to trading in the New Shares. Applicants who sell New Shares without making such determination do so at their own risk. The Company will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares before the New Shares are listed on the official list of ASX or before they receive their holdings statements, whether on the basis of confirmation of the allocation provided by the Company, the Share Registry or otherwise. 2.13 ASX Listing The Company will make an application for official quotation by ASX of the New Shares offered under this Offer Document. If that permission is not granted by ASX, the Company will not issue any New Shares and all Application Monies received will be refunded (without interest) in full to the Applicants. The fact that the ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares. Neither the ASX nor any of its officers accepts or takes any responsibility for the contents of this Offer Document. It is expected that normal trading on the ASX will commence in relation to the New Shares on 11 April 2023. 9 2.14 CHESS The Company will apply to the ASX to participate in CHESS for those Shareholders who have, or wish to have, a sponsoring stockbroker. Shareholders who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation. Electronic registers mean that the Company will not be issuing certificates to investors. Instead, Shareholders will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Document. The notice will also advise Shareholders of their Holder Identification Number (HIN) and explain, for future reference, the sale and purchase procedures for the New Shares under CHESS and issuer sponsorship. Further monthly statements will be provided to Shareholders if there have been any changes in their interest in the Company during the preceding month. 2.15 Ineligible Foreign Shareholders In accordance with ASX Listing Rule 7.7.1 and Section 9A of the Corporations Act, the Company has decided that it is unreasonable to make the Offer to any Shareholder with a registered address outside Australia or New Zealand as at the Record Date (Ineligible Foreign Shareholder), having regard to: (a) the number of Shareholders with addresses in such other countries as a proportion of total Shareholders in the Company; (b) the number and value of the New Shares those Shareholders would be offered under the Offer; and (c) the cost to the Company of complying with applicable legal and regulatory requirements in such other countries. To the extent that there are any Ineligible Foreign Shareholders registered at the Record Date, the Company will send details of the Offer to each Ineligible Foreign Shareholder and advise each Ineligible Shareholder that they will not be offered New Shares under the Offer. 2.16 Overseas shareholders No action has been taken by the Company to register the New Shares or otherwise permit an offering of the New Shares in any jurisdiction other than Australia or New Zealand. Eligible Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up