Medibio : Entitlement Offer Document

For personal use only

OFFER DOCUMENT

ENTITLEMENT ISSUE

Medibio Limited

ACN 008 130 336

For a non-renounceablepro-rata entitlement issue of one (1) Offer Share for every three

1. Shares held by Eligible Shareholders registered at the Record Date at an Issue Price of $0.005 (0.5 cents) per Offer Share (Offer) with one free Attaching Option for every two

1. Offer Shares issued to raise up to approximately $3.4 million (before costs).

The Offer opens at 9.00am (AEDT) on Monday, 31 January 2022

The Offer closes at 5.00pm (AEDT) on Friday, 18 February 2022

The Offer is partially underwritten by CPS Capital Group Pty Ltd ACN 088 055 636.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This Offer Document dated 20 January 2022 and the accompanying personalised Entitlement and Acceptance Form contains important information. Please read both the Offer Document and the personalised Entitlement and Acceptance Form carefully and in their entirety and call your professional adviser or Medibio Limited (Company) if you have any queries. In particular, Eligible Shareholders should refer to the risk factors set out in Section 6 of this document. If you do not understand these documents, or are in doubt as to how to act, you should consult your financial or other professional adviser before making any investment decision.

This Offer Document is not a prospectus prepared in accordance with the Corporations Act and has not been lodged with ASIC. Accordingly, this Offer Document does not necessarily contain all of the information which a prospective investor may require to make an investment decision and it does not contain all of the information which would otherwise be required to be disclosed in a prospectus or other disclosure document. As the Company is a listed disclosing entity which meets the requirements of section 708AA of the Corporations Act, the Offer will be made without a prospectus. Neither ASIC nor ASX, nor any of their officers or employees takes responsibility for this Offer or the merits of the investment to which this Offer relates.

For personal use only

Contents

1.	Key details of Offer	1
2.	Managing Director's Letter	3
3.	Important Information	5
4.	Details of the Offer	8
5.	Purpose and effect of the Offer	15
6.	Risk Factors	19
7.	Additional information	24
8.	Definitions	32
9.	Corporate Directory	35

2

For personal use only

1. Key details of Offer

1.1	Key terms of Offer
	Detail	Terms
	Issue Price	$0.005 (0.5 cents)
	Entitlement	1 Offer Share for every 3
		Shares held at the Record Date
	Attaching Option	For each 2 Offer Shares issued
		under the Entitlement Offer, the
		Company will also grant 1 free
		Attaching Option for no
		additional consideration
	Shortfall Offer	Eligible Shareholders, who
		apply for their full Entitlement,
		may apply for 'Additional
		Shares', provided that the issue
		of those Additional Shares will
		not result in a breach of the
		Listing Rules or any applicable
		law.
	Maximum number of Offer Shares to be issued	687,018,109 Offer Shares
	Maximum gross proceeds of Offer	$3,435,091
	Maximum number of Shares on issue following the	2,938,118,482 Shares
	Offer and Placement

The above figures assume that no existing Options will be exercised prior to the Record Date. As at the date of this Offer Document there are 306,208,622 Options on issue.

1.2 Key indicative dates

Action	Date
Announcement of Offer	Wednesday, 15 December 2021
Lodgement of Appendix 3B with ASX	Wednesday, 15 December 2021
Dispatch Notice of EGM	Thursday, 6 January 2022
Cleansing Notice and Lodgement of Offer Document	Thursday, 20	January 2022
with ASX
Letter to Ineligible Shareholders regarding Offer	Friday, 21	January 2022
despatched
Trading on ex basis	Monday, 24	January 2022
Record Date for Offer and determining Entitlements	Tuesday, 25	January 2022

For personal use only

Offer Opening Date	9.00am (AEDT), Monday, 31
		January 2022
Offer Document despatched to Eligible Shareholders	Monday, 31 January 2022
and Company announces despatch has been
completed
Closing Date	5.00pm (AEDT), Friday, 18
		February 2022
Offer Shares quoted on a deferred settlement basis	Monday, 21	February 2022
Announcement of results of Offer	Friday, 25	February 2022
Issue date of Offer Shares	12.00pm (AEDT), Friday, 25
		February 2022
Quotation of Offer Shares	Monday, 28	February 2022

The above dates are indicative only and may be subject to change. Subject to the Corporations Act, the Listing Rules and other applicable laws, the Directors reserve the right:

1. to vary the dates of the Offer in consultation with the Underwriter; or
2. not to proceed with the whole or part of the Offer at any time prior to issue of the Offer Shares.

In the event the Directors decide not to proceed with the whole or part of the Offer, Application Monies (without interest) will be returned in full to the Applicants.

An extension of the Closing Date for the Offer will delay the anticipated date for issue of the Offer Shares. The commencement of quotation of Offer Shares is subject to confirmation from ASX.

Eligible Shareholders wishing to participate in the Offer are encouraged to submit their Entitlement and Acceptance Form and make payment of the appropriate Application Monies as soon as possible after the Offer opens.

You cannot, in most circumstances, withdraw an Application once it has been accepted. No cooling-off rights apply to the Offer.

For personal use only

2. Managing Director's Letter

Dear Shareholders,

Offer

On behalf of the Board, I am pleased to invite you to participate in this partially underwritten non- renounceable pro-rata entitlement offer of one (1) Offer Share for every three (3) Shares (Entitlement) held at the Record Date at an issue price of $0.005 (0.5 cents) with one free Attaching Option for every two (2) Offer Shares to raise up to approximately $3.4 million (before costs). Your Entitlement will provide you with the opportunity to increase your exposure to the upside of the Company moving forward.

Where fractions arise in the calculation of an Entitlement, they have been rounded up to the next whole number of Offer Shares.

The Offer Shares will be issued under exception 1 and 2 of ASX Listing Rule 7.2 and exception 1 of ASX Listing Rule 10.12 which means that shareholder approval under ASX Listing Rule 7.1 and 10.11 (respectively) will not be required for the issue.

The Offer will be open to those Eligible Shareholders who are on the Company's share register at 7:00pm (Melbourne time) on Tuesday, 25 January 2022 and that have a registered address in Australia or New Zealand; and are not located in the US and are not a US Person or acting for the account of or benefit of a person in US or a US Person. Eligible Shareholders who subscribe for their full Entitlement may also apply for Offer Shares in excess of their Entitlement (Additional Shares) in accordance with the Shortfall Offer.

The Offer is partially underwritten by CPS Capital Group Pty Ltd ACN 088 055 636.

The proceeds of the Offer, in conjunction with funds raised from the Placement undertaken by the Company on 15 December 2021 (for the issue of 450,049,250 Shares, with (1) one free Attaching Option for every two (2) Placement Shares issued to sophisticated investors and professional investors at an issue price of $0.005 (0.5 cents) to raise $2,250,247 (before costs and expenses) (Placement) will be used to:

1. finalise the depressive burden validation trial and submit the data for FDA approval pursuant to a De Novo application;
2. establish the depressive burden trial with Medibio's existing research partner, Medbridge Health, for monitoring of sleep disturbance patience's in the home environment;
3. establish the trial with a commercial partner to monitor the effects of pharmaceuticals in psychiatric patients;
4. increase the promotion, sales and marketing activities for the Company's corporate and consumer products, ilumen and LUCA, particularly in the USA; and
5. general working capital.

I encourage all Shareholders to review closely our Company Update presentation announced on 15 December 2021 for more details on the Company's plans and activities.

Non-tradable rights

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferrable. Eligible Shareholders who do not take up their Entitlement will not receive any value in respect of those Entitlements.

Low-docs offer

The Offer is to be made under s708AA of the Corporations Act and the Offer Document has been lodged with the ASX. A copy of that document can be accessed on the ASX website or the