Exopharm : Response to ASX Query

For personal use only

3 February 2022

Ms Barbara Lim

Adviser, Listings Compliance (Perth)

Level 40, Central Park

152-158 St George's Terrace

Perth WA 6000

By email: [e-mail]

Dear Ms Lim

Exopharm Limited ("EX1"): Aware Query. Reference 46129 dated 1 February 2022

Exopharm Limited (ASX: EX1) ("Exopharm" or the "Company") refers to your Aware Query letter dated 1 February 2022 ("Aware Letter") and provides the following responses, with the noted terms as defined in the Aware Letter:

1. Does EX1 consider the following to be information that a reasonable person would expect to have a material effect on the price or value of its securities:

1. the Information; and
2. the Clarified Information.

In respect of question 1.1: Yes, EX1 considers this to be information that a reasonable person would expect to have a material effect on the price or value of its securities.

This is reflected by EX1 marking the applicable ASX release as price sensitive and the resultant increase following the announcement of the applicable ASX release with the shares trading from $0.43 prior to the ASX release to a closing share price of $0.48 (an 11.6% increase) on the day of the ASX release.

In respect of question 1.2: No, EX1 does not considers the Clarified Information to be information that a reasonable person would expect to have a material effect on the price or value of its securities.

This is reflected by EX1 marking the applicable ASX release as not price sensitive.

2. If the answer to question 1.1 or 1.2 is "no", please advise the basis for that view. In answering this question please address the fact that the Announcement was marked sensitive by EX1 and the increase in EX1's securities post the release of the Announcement.

EXOPHARM LIMITED ACN: 163 765 991 ASX:EX1

Address: Suite 201, 697 Burke Road Camberwell 3124

Email: [e-mail] Web: www.exopharm.com

For personal use only

In respect of question 1.1: Not applicable.

In respect of question 1.2: The Clarified Information comprised minor word changes and clarifications, and an amendment to the referencing of a quote. Although not price sensitive, it was felt appropriate to provide this Clarified Information, even if minor in nature.

In the Aware Letter, the ASX specifically refers to the inclusion of the word 'potentially' in the 1 February announcement. The Company notes that there has been no change of material information. In the course of reviewing the Announcement it was considered because "up to" appeared before the figure US$481,000, referring to a date for commencement of payments as a potential date improved consistency. In the context of an agreement with a term of around 15 months (as stated in the Announcement) and that level of potential fees over that timeframe, a small timing difference for the first receipt of funds payable under the agreement was not considered to be material.

3. When did EX1 first become aware of:

1. the Information; and
2. the Clarified Information.

In respect of question 3.1, the Company first became aware of the Information upon finalisation and execution of the Master Collaborative Services Agreement between AIRM and the Company, which occurred over the weekend of 29/30 January 2022 and early in the morning of Monday 31 January 2022, being the "Relevant Time", subsequent to the close of the ASX Market Announcements Platform on Friday 28 January 2022, with the Information being released prior to the commencement of trading on the applicable ASX Business Day (Monday 31 January 2022).

In respect of question 3.2, noting that the Clarified Information comprised minor word changes and clarifications and amendment to the referencing of a quote, the Company first became aware of the amendment to referencing of the quote and other changes and clarifications subsequent to the close of trading on 31 January 2022.

4. If the answer to question 1.1 or 1.2 is "yes" and EX1 first became aware of the Information or the Clarified Information before the relevant date, did EX1 make any announcement prior to the relevant date which disclosed the Information and/or Clarified Information? If so, please provide details. If not, please explain why this information was not released to the market at an earlier time, commenting specifically on when you believe EX1 was obliged to release the Information and/or Clarified Information under Listing Rules 3.1 and 3.1A and what steps EX1 took to ensure that the information was released promptly and without delay.

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In respect of question 1.1- not applicable as EX1 did not become aware of the Information before the Relevant Time

In respect of question 1.2 - not applicable as the answer to question 1.2 is "no".

1. Please confirm that EX1 is complying with the Listing Rules and, in particular, Listing Rule 3.1.
   The Company confirms that it is in compliance with the Listing Rules and, in particular, Listing Rule 3.1.
2. Please confirm that EX1's responses to the questions above have been authorised and approved in accordance with its published continuous disclosure policy or otherwise by its board or an officer of EX1 with delegated authority from the board to respond to ASX on disclosure matters.
   The Company confirms that this response has been authorised and approved by Dr Ian Dixon, Managing Director, having delegated authority from the Board to respond to ASX on disclosure matters.

Further to the above, until the Relevant Time the potential entry into an agreement with AIRM was an incomplete proposal or negotiation, confidential and at a stage where a reasonable person would not expect the information to be disclosed under Listing Rule 3.1A. At the Relevant Time the ASX Market Announcements Platform and trading on ASX were closed. The Company released the Information prior to the commencement of trading on 31 January 2022, being the first ASX trading day occurring after the Relevant Time. The Company had taken steps consistent with ASX Guidance Note 8 (GN 8), particularly section

4.9 items 3 and 4, and example H.3, to ensure that the Information was released promptly and without delay including by drafting an announcement in anticipation of the finalisation and execution of the Master Collaborative Services Agreement. The announcement was then able to be lodged on the ASX Market Announcements Platform prior to commencement of trading on the Relevant Time.

This announcement has been authorised for release by the Managing Director.

Company and Media Enquiries:

Join our mailing list to receive updates:

http://exo.ph/ExoMails

www.exopharm.com

P: [phone]

Rudi Michelson

Monsoon Communications Tel: [phone] [e-mail]

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ABOUT EXOPHARM

Exopharm Limited (ASX:EX1) is a clinical-stage biopharmaceutical company at the forefront of transformative medicines using exosomes, or extracellular vesicles (EVs), and is pursuing a pipeline-driven platform strategy.

Exosomes can be loaded with a variety of active pharmaceutical ingredients (APIs) and can be targeted to selected cell and tissue types (tropism) - improving the safety profile of the APIs and providing better treatments.

Exosome delivery of DNA and other gene therapies into the nucleus of the patient's cells can improve treatment of inherited medical conditions.

Exosomes are an alternative means of drug delivery inside the body, alongside technologies such as lipid nanoparticles (LNP), cell-penetrating peptides, viral vectors and liposomes. The drug delivery industry is growing at a compound annual growth rate (CAGR) of 5% and is currently valued at about US$175 billion ($233 billion)1.

Exopharm's exosome technologies meet important needs for the success of exosome medicines - LEAP manufacturing technology, LOAD API loading and EVPS tropism.

Exopharm's suite of exosome technologies enables its own pipeline of exosome medicines - each aimed at delivering a transformative medicine for an unmet medical need.

Exopharm's intellectual property is also available under licences or partnerships to empower others to build their pipelines around the benefits of exosome medicines.

FORWARD LOOKING STATEMENTS

This announcement contains forward-looking statements which incorporate an element of uncertainty or risk, such as 'intends', 'may', 'could', 'believes', 'estimates', 'targets', 'aims', 'plans' or 'expects'. These statements are based on an evaluation of current corporate estimates, economic and operating conditions, as well as assumptions regarding future events. These events are, as at the date of this announcement, expected to take place, but there cannot be any guarantee that such events will occur as anticipated or at all given that many of the events are outside of Exopharm's control or subject to the success of the Development Program. Furthermore, the Company is subject to several risks as disclosed in the Prospectus dated 6 November 2018.

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For personal use only

1 February 2022

Reference: 46129

Mr David Franks

Company Secretary

Exopharm Limited

By email

Dear Mr Franks

Exopharm Limited ('EX1'): Aware Query

ASX refers to the following:

1. The increase in the price of EX1's securities from $0.39 to $0.43 from the commencement to the close of trade on Friday, 28 January 2022.
2. EX1's announcement entitled "Exopharm and Astellas Institute for Regenerative Medicine (AIRM) Sign Master Collaborative Services Agreement" lodged on the ASX Market Announcements Platform on 31 January 2022 (the 'Announcement') in relation to EX1 signing a masters collaborative services agreement with AIRM in order to seek to validate EX1's LEAP, LOAD and EVPS technology platforms to manufacture exosomes (the 'Information').
3. The increase in the price of EX1's securities from $0.43 at the close of trade on Friday, 28 January 2022 to an intraday high of $0.485 on Monday, 31 January 2022 following the release of the Announcement.
4. EX1's announcement entitled "Clarification on Exopharm AIRM MSA Announcement" lodged on the ASX

Market Announcements Platform on 1 February 2022 disclosing clarifications in respect of the Announcement, specifically that the project will now 'potentially' start in March ('Clarified Information').

1. Listing Rule 3.1, which requires a listed entity to immediately give ASX any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity's securities.
2. The definition of "aware" in Chapter 19 of the Listing Rules, which states that:

"an entity becomes aware of information if, and as soon as, an officer of the entity (or, in the case of a trust, an officer of the responsible entity) has, or ought reasonably to have, come into possession of the information in the course of the performance of their duties as an officer of that entity" and section 4.4 in Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 - 3.1B "When does an entity become aware of information."

1. Listing Rule 3.1A, which sets out exceptions from the requirement to make immediate disclosure, provided that each of the following are satisfied.

"3.1A Listing rule 3.1 does not apply to particular information while each of the following is satisfied in relation to the information:

3.1A.1 One or more of the following applies:

• It would be a breach of a law to disclose the information;
• The information concerns an incomplete proposal or negotiation;

ASX Limited [[Listings]]

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