Bionomics : Proposed issue of securities - BNO

Proposed issue of securities

Announcement Summary

For personal use only

Entity name

BIONOMICS LIMITED

Announcement Type

New announcement

Date of this announcement 16/12/2021

The Proposed issue is:

A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
		Maximum Number of
ASX +security code	+Security description	+securities to be issued
BNO	ORDINARY FULLY PAID	291,960,000

Proposed +issue date

20/12/2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 6

Proposed issue of securities

Part 1 - Entity and announcement details

For personal use only

1.1 Name of +Entity

BIONOMICS 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	53075582740
1.3	ASX issuer code
BNO

1. The announcement is New announcement
2. Date of this announcement

16/12/2021

1.6 The Proposed issue is:

A placement or other type of issue

Proposed issue of securities

2 / 6

Proposed issue of securities

Part 7 - Details of proposed placement or other issue

only
	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?
		Yes
use	7A.1a Conditions
Approval/Condition	Date for determination	Is the date estimated or	** Approval
		+Security holder approval	2/12/2021		actual?	received/condition met?
			Actual
						Yes
		Comments
		Security holder approval was obtained at the Annual General Meeting of the Company held on 2 December 2021, for the
personal	issue of up to 1,000,000,000 fully paid ordinary New Shares (represented by American Depositary Shares) in connection
with a US Nasdaq initial public offering (IPO).
	Part 7B - Issue details
		Is the proposed security a 'New	Will the proposed issue of this
		class' (+securities in a class that is	+security include an offer of
		not yet quoted or recorded by ASX)	attaching +securities?
		or an 'Existing class' (additional	No
		securities in a class that is already

quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

For

ASX +security code and description

BNO : ORDINARY FULLY PAID

Number of +securities proposed to be issued

291,960,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

Yes

Proposed issue of securities

3 / 6

Proposed issue of securities

In what currency is the cash consideration being paid?

USD - US Dollar

What is the issue price per +security?

USD 0.06861

AUD equivalent to issue price amount per +security 0.096450

only	FX rate (in format AUD 1.00 / primary	FX rate (in format AUD rate/primary
currency rate):	currency rate) Primary Currency rate
			USD 0.71140000
AUD 1.00
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
		Yes
usePart 7C - Timetable
personal	7C.1 Proposed +issue date
		20/12/2021
	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?
		Yes
		7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
For	2/12/2021
No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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?

Proposed issue of securities

4 / 6

Proposed issue of securities

Part 7E - Fees and expenses

For personal use only

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Evercore Group L.L.C.,

William Blair & Company, L.L.C.,

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The fee paid to lead manager disclosed in Q7E.2c below covers acting as lead manager.

7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)?

Evercore Group L.L.C.,

William Blair & Company, L.L.C.,

Cantor Fitzgerald & Co,

Berenberg Capital Markets LLC,

H.C Wainwright & Co., LLC.

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

100%

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

Underwriting discounts and commissions of 7% of the gross proceeds to Bionomics from the sale of securities in the offering.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

1. a material adverse change in the business affairs or business prospects of the Company (ii) any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation which has the effect of making it impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the Nasdaq Global Market or the ASX, or (iv) if trading generally on the NYSE MKT or the New York Stock Exchange, the Nasdaq Global Market or the ASX has been suspended or materially limited

1. a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or Australia or Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue?

No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Standard share registry, legal and other external adviser fees and expenses.

Proposed issue of securities

5 / 6