Rights Issue Offer Document

For personal use only

Patrys Limited

ACN 123 055 363 (ASX code : PAB)

Non-renounceable Rights Issue

Offer

Non-renounceable fully underwritten pro-rata offer to Eligible Shareholders on the basis of 1 New Share for every 12 Shares held as at the Record Date at an Issue Price of $0.035 (3.5 cents) per New Share (Offer) to raise approximately $5.33 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.

personal use only

Important Notes

1.	Offer document		4.	Future performance and forward-looking
	This Offer Document has been prepared by	statements
	Neither the Company nor any other person
	Patrys Limited ACN 123 055 363 (the
	Company). This Offer Document is not a	warrants, represents or guarantees (expressly
	prospectus or other form of disclosure	or by implication) the future performance of the
	document under the Corporations Act 2001	New Shares or any particular rate of return on
	Cth (Corporations Act) and has not been	any investment made pursuant to Offer, or any
	lodged with ASIC. The Offer contained in this	particular tax treatment.
	Offer Document is being made without
	disclosure in accordance with section 708AA	This Offer Document contains certain "forward
	of the Corporations Act as modified by ASIC	looking	statements".	Forward-looking
	Corporations (Non-Traditional Rights Issue)	statements include those words such as
	Instrument 2016/84.			"believe",	"anticipate", "estimate", "expect",
	As a result, it is important for Eligible	"will", "plan", "should", "may", "intend", "likely",
	"forecast" and other similar expressions but
	Shareholders to read and understand the	not limited to statements regarding the
	information on the Company and the Offer	outcome and effects of the Offer. Forward-
	made publicly available, before accepting all	looking statements, opinions and estimates
	or part of their Entitlement. In particular,	provided in the information in this Offer
	please refer to the information in this Offer	Document are based on assumptions and
	Document, the Company's annual reports and	contingencies which are subject to change
	other announcements made available at www.	without notice, as are statements about
	patrys.com or www.asx.com.au.		market and industry trends, which are based
					on interpretations of current market
2.	This is an important document		conditions. Forward-looking statements in this
					Offer Document are current and speak only as
	The information contained in this Offer	at the date of this Offer Document.
	Document does not constitute investment	No representation or warranty (express or
	advice and has been prepared without taking
	into account each Eligible Shareholder's	implied) is given as to the accuracy,
	investment	objectives	or	financial	completeness or correctness, likelihood of
	circumstances. You should seek advice from	achievement or reasonableness of any
	your professional adviser before deciding to	forecasts, prospects or returns contained in
	invest. Investing in the Company involves	this Offer Document.
	risks.				While due care and attention have been used
	The Offer Document does not contain all of the	in the preparation of forward-looking
	information that an investor would find in a	statements, you are cautioned not to place
	prospectus or which may be required in order	undue reliance on such statements. To the
	to make an informed investment decision	maximum extent permitted by law, the
	regarding the Offer or about the rights	Company disclaims any obligation or
	attaching to the New Shares offered by this	undertaking to release any updates or
	Offer Document.			revisions to such information to reflect any
					change in expectations or assumptions.
3.	Disclaimer			5.	Past performance

For

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.

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.

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.

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For personal use only

1. Risks
   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 todiffer materially from future results, performance or achievements expressed or implied by any forward-looking statements in this Offer Document.
   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.
2. Eligibility
   Applications for New Shares (including Additional Shares) by Eligible Shareholders can only be made online on an Entitlement & Acceptance Form accessed with this Offer Document, to be accompanied by payment via Bpay®, as described herein. The online Entitlement & Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer, and with this Offer Booklet is only accessible via the Offer
   Website:https://patrysoffer- ri.online.computershare.com
3. 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.
   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.
   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

Australia or New Zealand (Ineligible Foreign Shareholders) should refer to Section 2.16 for details of how their Entitlement will be dealt with.

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.

1. Not for Distribution outside Australia and New Zealand
   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.
   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.
   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.
2. Currency
   All references to A$, $A, dollar or $ in this Offer Document are to Australian currency.
3. 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.
4. Date of this Offer Document
   This Offer Document is dated 9 November 2021.

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Key Offer details

Key details of the Offer

Offer to Eligible Shareholders	1 New Share for every 12 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	$0.035 or 3.5 cents per New Share payable in
	full on Application
Maximum number of New Shares issued under the Offer	152,385,302 New Shares
Maximum proceeds from the Offer (excluding costs	Approximately $5.33 million (before expenses
associated with the Offer)	and costs of the issue)
Maximum number of New Shares to be issued under the	75,714,285
Placement, including the Placement Shares and
Commitment Fee Shares (approximately)
Maximum number of Shares on issue following the Offer	2,056,723,221 Shares
including the Placement Shares and Commitment Fee
Shares (approximately) (refer to Section 3 below for more
detail)

Important dates*

Event

Record Date (to determine Entitlement of Eligible	7.00pm, 4 November 2021
Shareholders to participate in the Offer)
Opening Date of Rights Issue Offer - Dispatch of the	9 November 2021
Eligible Shareholder's letter advising them of the access
details for the Offer Document and online Entitlement &
Acceptance Form.
Closing Date for acceptances under the Rights Issue	5.00pm, 29 November 2021
Offer
Shortfall (if any) announced to the ASX	1 December 2021
Issue of the New Shares	6 December 2021
Trading (T+2) of New Shares expected to commence	7 December 2021

• 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.

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For personal use only

Letter from the Chairman

9 November 2021

On behalf of the Board of Patrys Limited (Company), I invite you to participate in the Company's non- renounceable fully underwritten pro-rata entitlement offer of 1 New Share for every 12 Shares held at the Record Date of 4 November 2021 at an Issue Price of 3.5 cents per New Share, (Offer).

This Offer, in combination with a $2.5 million placement to institutional investor, Territory Funds Management Pty Ltd which settled on 5 November 2021, forms a capital raise of approximately $7.83 million (before costs) which will be used primarily to accelerate the development of Patrys' PAT-DX3 asset and an accompanying antibody drug conjugate (ADC) campaign. The decision to raise capital at this time was driven by the significant business development potential of PAT-DX3 and ADC program, and the desire to not slow the path to the clinic of the Company's lead asset, PAT-DX1.

This capital raise will allow the simultaneous development of Patrys' two deoxymab assets, and expand opportunities for internal development and partnering which we believe have 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 1 New Share for every 12 Shares held as at the Record Date of 7.00 pm AEDT on 4 November 2021, (Offer).
• The Offer of approximately 152,385,302 New Shares is fully underwritten to an amount of approximately $5.33 million.
• New Shares are priced at $0.035 (3.5 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 (subject to agreement with the Underwriter for so long as the Underwriting Agreement remains applicable) and is referred to as a 'Top-Up Facility'.
• If there remains any Shortfall after allocation of Entitlements to Eligible Shareholders under the Offer and the issue of Additional Shares, the Underwriters will subscribe for the remainder of the Shortfall. 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 (which Shortfall could only occur if for some reason the Underwriting Agreement was terminated).

A copy this Offer Document has been lodged with the ASX and can be accessed on the ASX website or via the Patrys website: www.patrys.com

The funds from the Offer are important and will significantly strengthen Patrys' balance sheet and provide funds towards:

• Initiation of a formal development program for PAT-DX3, Patrys' full-sized IgG deoxymab antibody, that is expected to provide Patrys with additional development and partnering opportunities;
• Development of a manufacturing process to provide clinical-gradePAT-DX3 at commercial scale including establishing a stable, high-yielding producer cell line;
• Further R&D studies including use of deoxymabs for targeted delivery to support potential inhouse and partnered programs for antibody drug conjugates (ADCs); and
• Expansion of 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

John Read

Chairman

Patrys Limited

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