Announcement PDF Appendix 3B New issue announcement Appendix 3B Rule 2.7, 3.10.3, 3.10.4, 3.10.5 New issue announcement, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13 Name of entity RACE ONCOLOGY LIMITED ABN 61 149 318 749 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or to be issued 1. Unlisted options 2. Unlisted options 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 1. 2,500,000 2. 3,000,000 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for +convertible payment; if securities, the conversion price and dates for conversion) 1. Unlisted options exercisable at $0.19 each on or before 25 November 2022 2. Unlisted options exercisable at $0.25 each on or before 25 November 2021 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1 4 5 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? Shares issued upon exercise of the unlisted options will rank equally in all respects from the date of issue with existing fully paid ordinary shares. Issue price or consideration 1. Nil 2. Nil If the additional +securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an +eligible entity Yes that has obtained security holder approval under rule 7.1A? 6b 6c 6d 6e 6f If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 1. Issued pursuant to the terms and conditions of appointment of Dr Daniel Tillett as an executive Director of the Company and approved by shareholders at the annual general meeting held on 22 November 2019. 2. Issued to Non-Executive Directors pursuant to shareholder approval at the annual general meeting held on 22 November 2019. The date the security holder resolution under rule 7.1A was passed 22 November 2019 Number of +securities issued with security holder approval under rule 7.1A Nil Number of +securities issued under an exception in rule 7.2 Nil Number of +securities issued without security holder approval under rule 7.1 Nil Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 5,500,000 unlisted options issued with security holder approval under Listing Rule 7.3. Shareholder meeting held on 22 November 2019. Appendix 3B New issue announcement 6g 6h 6i 7 If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. N/A Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7.1 7.1A If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A +Issue dates 26 November 2019 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 9 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable) Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) 16,371,735 10,914,490 Number +Class Number +Class 109,144,901 6,000,000 5,000,000 9,000,000 135,000 10,954,542 3,000,000 2,000,000 1,500,000 + See chapter 19 for defined terms. 04/03/2013 Fully paid ordinary shares Options @ $0.30 expiring on 13/01/2020 Options @ $0.45 expiring on 19/03/2020 Options @ $0.25 expiring on 01/07/2021 Options @ $0.256 expiring on 01/08/2021. Options @ $0.099 expiring on 31/08/2021. Options @ $0.25 expiring on 25/11/2021 Options @ $0.23 expiring on 27/11/2021. Options @ $0.25 expiring on 01/04/2022. Appendix 3B Page 3 100,000 2,500,000 1,500,000 420,000 420,000 500,000 100,000 840,000 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue 11 Is security required? 12 Is the issue renounceable or nonrenounceable? 13 14 15 16 17 18 holder approval Ratio in which the +securities will be offered +Class of +securities to which the offer relates +Record date entitlements to determine Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Policy for deciding entitlements in relation to fractions Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. N/A Options @ $0.25 expiring on 08/05/2022. Options @ $0.19 expiring on 25/11/2022. Options @ $0.32 expiring on 16/05/2023. Options @ $0.12 expiring on 1/10/2023. Options @ $0.12 expiring on 21/01/2024. Options @ $0.10 expiring on 12/03/2024. Options @ $0.135 expiring on 12/03/2024. Options @ $0.085 expiring on 31/05/2024. Appendix 3B New issue announcement 19 Closing date for receipt acceptances or renunciations 21 Amount of any underwriting fee or commission 20 22 23 24 25 26 27 28 29 30 31 32 33 Names of any underwriters of Names of any brokers to the issue Fee or commission payable to the broker to the issue Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders If the issue is contingent on security holders’ approval, the date of the meeting Date entitlement and acceptance form and offer documents will be sent to persons entitled If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders Date rights trading will begin (if applicable) Date rights trading will end (if applicable) How do security holders sell their entitlements in full through a broker? How do security holders sell part of their entitlements through a broker and accept for the balance? How do security holders dispose of their entitlements (except by sale through a broker)? +Issue date + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 5 Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 (a) Type of +securities (tick one) +Securities described in Part 1 All other +securities (b) Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders 35 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 36 A copy of any trust deed for the additional +securities 37 Entities that have ticked box 34(b) 38 39 Number of +securities for which +quotation is sought +Class of +securities for which quotation is sought Appendix 3B New issue announcement 40 41 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38) Number +Class Quotation agreement 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may 2 We warrant the following to ASX. quote the +securities on any conditions it decides. • • • • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. There is no reason why those +securities should not be granted +quotation. An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted. + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 7 • 3 4 If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: Print name: ............................................................ (Company Secretary) Peter Webse Date 26 November 2019 Appendix 3B New issue announcement Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities Introduced 01/08/12 Amended 04/03/13 Part 1 Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue 77,235,813 Add the following: • • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 10,000,000 – Conversion of performance shares Exception 4 Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval 16,227,272 shares approved at 9/10/2019 shareholder meeting 5,681,816 – Issue of shares Exception 15. Approved at 9/10/2019 shareholder meeting. Number of partly paid +ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid +ordinary securities cancelled during that 12 month period - “A” 109,144,901 Step 2: Calculate 15% of “A” + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 9 “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 16,371,735 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 - Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items “C” - Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 16,371,735 Note: number must be same as shown in Step 2 Subtract “C” - Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 16,371,735 [Note: this is the remaining placement capacity under rule 7.1] Appendix 3B New issue announcement Part 2 Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 109,144,901 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 10,914,490 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A - Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” - Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 10,914,490 Note: number must be same as shown in Step 2 Subtract “E” - Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” + See chapter 19 for defined terms. 04/03/2013 10,914,490 Appendix 3B Page 11