Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name ACTINOGEN MEDICAL LIMITED Announcement Type New announcement Date of this announcement 3/5/2024 The Proposed issue is: A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable) Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed Unlisted options exercisable at $0.05, expiring 31/05/2027 77,564,024 ACW ORDINARY FULLY PAID 155,128,047 Ex date 9/5/2024 +Record date 10/5/2024 Offer closing date 29/5/2024 Issue date 5/6/2024 Total number of +securities proposed to be issued for a placement or other type of issue Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed Unlisted options exercisable at $0.05, expiring 31/5/2027 100,000,000 ACW ORDINARY FULLY PAID 200,000,000 Proposed +issue date 14/5/2024 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1 / 11 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity ACTINOGEN MEDICAL LIMITED We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 1.2 Registered Number Type Registration Number ABN 14086778476 1.3 ASX issuer code ACW 1.4 The announcement is New announcement 1.5 Date of this announcement 3/5/2024 1.6 The Proposed issue is: A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue 1.6a The proposed standard +pro rata issue is: + Non-renounceable Appendix 3B - Proposed issue of securities 2 / 11 Appendix 3B - Proposed issue of securities Part 3 - Details of proposed entitlement offer issue Part 3A - Conditions 3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No Part 3B - Offer details +Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued ASX +security code and description ACW : ORDINARY FULLY PAID Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? Yes If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No Details of +securities proposed to be issued ASX +security code and description ACW : ORDINARY FULLY PAID ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them) Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held 1 Appendix 3B - Proposed issue of securities 15 3 / 11 Appendix 3B - Proposed issue of securities What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded up to the next whole number 155,128,047 Offer price details for retail security holders In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD - Australian Dollar AUD 0.02500 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription There are no limits on over subscriptions except that the Company reserves the right to scale back applications in excess of the maximum number of shares. Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements At the sole discretion of the Board. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Appendix 3B - Proposed issue of securities 4 / 11 Appendix 3B - Proposed issue of securities equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted options exercisable at $0.05, expiring 31/05/2027 +Security type Options Offer ratio (ratio of attaching securities at which the new +securities will be issued) The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 2 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded up to the next whole number 77,564,024 Offer price details for retail security holders In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000 AUD - Australian Dollar Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription There are no limits on over subscriptions except that the Company reserves the right to scale back applications in excess of the maximum number of shares. Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements At the sole discretion of the Board. Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0500 31/5/2027 Details of the type of +security that will be issued if the option is exercised ACW : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised Appendix 3B - Proposed issue of securities 5 / 11 Appendix 3B - Proposed issue of securities Number of securities that will be issued if the option is exercised 1 ordinary fully paid share for each option exercised. Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer to ASX announcement dated 3 May 2024 accompanying this Appendix 3B and prospectus once lodged. Part 3C - Timetable 3C.1 +Record date 10/5/2024 3C.2 Ex date 9/5/2024 3C.4 Record date 10/5/2024 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 15/5/2024 3C.6 Offer closing date 29/5/2024 3C.7 Last day to extend the offer closing date 24/5/2024 3C.9 Trading in new +securities commences on a deferred settlement basis 30/5/2024 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 5/6/2024 3C.12 Date trading starts on a normal T+2 basis 6/6/2024 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 11/6/2024 Appendix 3B - Proposed issue of securities 6 / 11 Appendix 3B - Proposed issue of securities Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Forrest Capital Pty Ltd and McFarlane Cameron Pty Ltd as Lead Managers 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? The Lead Managers will be paid a total of 6% of the funds raised by the Placement and the Rights Issue. 3E.2 Is the proposed offer to be underwritten? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Not applicable. Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue The funds raised from the Placement and the Entitlement Offer will be applied to the progression of the XanaMIA Phase 2b clinical trial and general working capital purposes. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue All other countries other than Australia, New Zealand & USA. 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue https://actinogen.com.au/investor-centre/ 3F.7 Any other information the entity wishes to provide about the proposed issue Not applicable. 3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes 3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued Appendix 3B - Proposed issue of securities 7 / 11 Appendix 3B - Proposed issue of securities Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? Yes Details of +securities proposed to be issued ASX +security code and description ACW : ORDINARY FULLY PAID Number of +securities proposed to be issued 200,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.02500 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class Appendix 3B - Proposed issue of securities 8 / 11 Appendix 3B - Proposed issue of securities Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? No equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Unlisted options exercisable at $0.05, expiring 31/5/2027 +Security type Options Number of +securities proposed to be issued 100,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities 1 for 2 free attaching options to placement participants Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.0500 31/5/2027 Details of the type of +security that will be issued if the option is exercised ACW : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1 ordinary fully paid share for each option exercised. Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer to ASX announcement dated 3 May 2024 accompanying this Appendix 3B and prospectus to be lodged. Appendix 3B - Proposed issue of securities 9 / 11 Appendix 3B - Proposed issue of securities Part 7C - Timetable 7C.1 Proposed +issue date 14/5/2024 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? 200,000,000 fully paid ordinary shares and 100,000,000 unlisted options 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? Yes 7E.1a Who is the lead manager/broker? Forrest Capital Pty Ltd and McFarlane Cameron Pty Ltd as Lead Managers 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? The Lead Managers will be paid a total of 6% of the funds raised by the Placement and the Rights Issue. 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Not applicable. Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities The funds raised from the Placement and the Entitlement Offer will be applied to the progression of the XanaMIA Phase 2b clinical trial and general working capital purposes. 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? Appendix 3B - Proposed issue of securities 10 / 11 Appendix 3B - Proposed issue of securities 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue Not applicable. 7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) Appendix 3B - Proposed issue of securities 11 / 11