Actinogen Medical : Share Purchase Plan Offer Booklet

For personal use only

Actinogen Medical Limited | SPP Offer Booklet

Actinogen Medical Limited

ACN 086 778 476

Share Purchase Plan

Including the Terms and Conditions

Opening date: Monday 29 November 2021

This is an important document and should be read in its entirety. The Share Purchase Plan

does not take into account the individual investment objectives, financial situation or particular needs of any Eligible Shareholder. If you are in any doubt about the action you should take or the contents of this document, please seek independent financial advice from your broker, accountant or other professional adviser without delay. The contents of this document have not been reviewed by any regulatory authority. You are advised to exercise caution in relation to the Share Purchase Plan.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

For personal use only

Dear Shareholder

Opportunity to participate in the Company's Share Purchase Plan

On behalf of the board of directors (Board) of Actinogen Medical Limited ACN 086 778 476 (ASX code: ACW) (Company or Actinogen), I am pleased to offer Eligible Shareholders (as defined below) the opportunity to participate in the Company's share purchase plan (SPP or Share Purchase Plan).

As announced on 25 November 2021, the Company has received firm commitments from unrelated professional and sophisticated investors to subscribe for up to approximately 88.89 million new fully paid ordinary shares in the capital of the Company at an issue price of $0.135 per share to raise up to approximately $12 million before costs (Placement). The Company also wishes to offer our shareholders the opportunity under the SPP to participate at the same offer price as under the Placement.

The Share Purchase Plan gives Eligible Shareholders the opportunity to subscribe for up to $30,000 worth of new fully paid ordinary shares in the Company (New Shares), in parcel sizes of $2,500; $5,000; $10,000, $20,000 or a maximum of $30,000, subject to the Company's allocation policy, without incurring any brokerage or transaction costs. The SPP has a target raise of $3 million (Target Raise) with the ability to take over-subscriptions of an additional $2 million (being a maximum aggregate raising under the SPP of $5 million).

I am also pleased to advise that all Non-Executive Directors have committed to subscribe for their maximum entitlement of $30,000 each. In addition, our Managing Director Dr Steven Gourlay has also agreed, subject to prior Shareholder approval, to subscribe for $107,625 of the Placement.

The Company is proposing to use the funds raised under the Placement and SPP towards an expanded Fragile X program to North America; Depression associated with cognitive impairment (3rd disease indication); early assessment of Alzheimer's Disease biomarker data; additional GMP1 manufacturing; and Offer costs and working capital. Further details of these proposed uses are included in Section 2 of this Offer Booklet.

Issue Price

Eligible Shareholders may subscribe for up to $30,000 worth of New Shares under the SPP at an issue price per New Share of $0.135 per Share (Issue Price).

The Issue Price of $0.135 represents a:

• 15.6% discount to the last traded closing price of the Company's existing shares (Shares) on ASX on 22 November 2021, being the last closing price of Shares prior to the date the SPP was announced (i.e. closing price of $0.16); and
• 19.8% discount to the volume weighted average price (VWAP) of Shares calculated over the last 5 days in which trades in Shares were recorded on ASX preceding the date the SPP was announced (i.e. VWAP of $0.168).

The Issue Price for New Shares under the SPP is also the same price per Share that investors will pay for their Shares under the Placement.

Participation

Participation in the SPP is optional and open to Eligible Shareholders, including Eligible Shareholders who are custodians on behalf of "participating beneficiaries" (refer to section 13 below) on the terms and subject to the conditions of the SPP.

1 GMP: Good Manufacturing Practices

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Other key terms and conditions

The Company reserves the right to accept over-subscriptions under the SPP of up to an additional $2million and to scale back or refuse applications under the SPP at its absolute discretion. Any such determination by the Board will be final.

Where the Company raises less than the $3 million Target Raise, the Company also reserves the right to place the shortfall using the Company's existing capacity under ASX Listing Rules 7.1.

If the Company scales back applications, you may be allocated less New Shares than you applied for. However, the excess application money which was not applied by the Company to purchase New Shares will be refunded to you (without interest). As detailed in the Terms and Conditions, the Company may take into account a number of factors in determining an applicant's final allocation of New Shares.

All New Shares issued under the SPP will rank equally with the Company's existing Shares from the SPP Issue Date (defined below).

The right to participate in the SPP is not transferable.

How to apply

The SPP opens on Monday 29 November 2021 and, unless closed earlier or withdrawn by the Company, is expected to close at 5pm (AEDT time) on Monday 13 December 2021.

New Shares are expected to be issued on Monday 20 December 2021 and commence trading on ASX on a normal settlement basis on Tuesday 21 December 2021.

Eligible Shareholders may only apply to purchase New Shares in parcel sizes of $2,500; $5,000; $10,000, $20,000 and a maximum of $30,000.

To apply for New Shares, you must download your personalised application form (SPP Application Form) at the following link: https://investor.automic.com.au and make your payment for New Shares in accordance with the instructions on your personalised SPP Application Form. You do not need to return your personalised SPP Application Form. Details of how to download your Application Form are located in section 9 of this Booklet.

In deciding whether to participate in the SPP, please take time to read the enclosed Terms and Conditions and seek your own investment or taxation advice if applicable to you.

On behalf of the Board, I thank you for your continued support of the Company and invite you to consider participating in the SPP.

Yours sincerely,

Dr Geoffrey Brooke

Non-Executive Chairman

Actinogen Medical Limited

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SPP Terms and Conditions

This SPP offer booklet (SPP Offer Booklet) and the accompanying SPP Application Form set out the terms and conditions of the SPP (Terms and Conditions).

By accepting the offer to subscribe for New Shares under the SPP you agree to be bound by these Terms and Conditions and to the Company's constitution.

Key dates for the SPP:

Record Date	7pm (AEDT), Wednesday, 24 November 2021
Announcement Date	Thursday, 25 November 2021
Online access to the SPP Offer Booklet and
Application Form commences	Monday, 29 November 2021
Opening Date
Expected Placement Issue Date	Tuesday, 30 November 2021
Closing Date	5pm (AEDT), Monday, 13	December 2021
Announcement of Results of SPP	Monday, 20	December 2021
SPP Shares Issue Date	Monday, 20	December 2021
New Shares quoted on ASX	Tuesday, 21	December 2021

Note: The above timetable is indicative only and subject to change. The commencement of trading and quotation of New Shares is subject to confirmation from ASX. Subject to the requirements of the Corporations Act 2001 (Cth) (Corporations Act), the ASX Listing Rules and other applicable rules, the Company reserves the right to amend this timetable at any time, including extending the period for the SPP or accepting late applications, either generally or in particular cases, without notice.

1. What is the SPP?
   The SPP gives Eligible Shareholders the opportunity to subscribe for up to $30,000 worth of New Shares at the Issue Price without incurring brokerage or other transaction costs.
   New Shares issued under the SPP will rank equally with all other fully paid ordinary shares on issue in the capital of the Company from the SPP Issue Date.
   The offer under the SPP will be made on the same terms and conditions to each Eligible Shareholder. To avoid doubt, all Eligible Shareholders will receive the same offer, irrespective of the number of Shares which they hold on the Record Date.
2. How much will be raised under the SPP and how will the funds be used?
   The Company is seeking to raise up to approximately $3 million (before costs) under the SPP. The Company is proposing to use the funds raised under the SPP, together with funds raised under the Placement, towards:

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Details of Funds	A$m
Expanded Fragile X program to North America	6.0	- 7.0
Depression associated with cognitive impairment (3rd disease	4.0	-5.0
indication)
Early assessment of Alzheimer's Disease biomarker data	1.0
Additional GMP manufacturing	1.0
Offer costs and working capital	1.0
TOTAL	13.0 - 15.0

1. • Note: Where the Company accepts oversubscriptions under the SPP above the Target Raise of $3 million, the additional funds will be used as additional working capital.
2. Am I eligible to participate in the SPP?
   You will be considered an "Eligible Shareholder" (and therefore you will be eligible to participate in the SPP) if you were a registered holder of Shares at 7pm (AEDT time) on Wednesday 24 November 2021 (Record Date) with a registered address either in Australia or New Zealand (provided that any such Shareholder is not acting for the account or benefit of a person in the United States). The Board has determined that it is not practical for holders of Shares with registered addresses outside of Australia or New Zealand to participate in the SPP.
   Shareholders who hold Shares on behalf of persons who reside outside of Australia or New Zealand or who are "US persons" as defined in Regulation S under the United States Securities Act of 1933 (as amended) (Securities Act) or who act for the account or benefit of a US Person are not entitled to participate in the SPP. The New Shares to be issued under the SPP have not been and will not be registered under the Securities Act (or any other act). Accordingly, shareholders who are located in the United States or who are acting for the account or benefit of, US Persons are not Eligible Shareholders and are therefore not entitled to participate in the SPP.
3. Do I have to participate?
4. 
   No. Participation in the SPP is entirely voluntary. If you do not wish to participate in the SPP, do nothing.
5. How much can I invest and how many New Shares will be issued to me?
6. 
   Under the SPP, you may apply for a parcel of New Shares from a minimum of $2,500 up to a maximum of $30,000 in parcels as follows:

Number of New Shares	Application Monies (at $0.135 per New Share)
18,519	$2,500
37,037	$5,000
74,075	$10,000
148,149	$20,000
222,223	$30,000

The $30,000 limit applies irrespective of the number of Shares you hold on the Record Date. The number of New Shares to be issued to an applicant has been calculated by dividing the dollar value provided by the applicant by the Issue Price (subject to any scale back implemented at the discretion of the Company). No fractions of New Shares will be issued by the Company. Any

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