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 Recce Pharmaceuticals Ltd (Company) ABN 73 124 849 065 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 Fully paid ordinary shares (Ordinary Shares) 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 1,591,090 Ordinary Shares 3 Principal terms of the Ordinary Shares +securities (e.g. if options, 1,591,090 Ordinary Shares, which rank pari passu exercise price and expiry date; if with existing fullu paid ordinary shares. partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 1 Appendix 3B New issue announcement 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? The Ordinary Shares rank pari passu with existing Ordinary Shares. 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 5 Issue price or consideration Aggregate deemed value of $200,000 (as conversion of the remaining portion of the convertible security investment under the Share Purchase and Convertible Security Agreement dated 16 June 2017 between the Company and The Australian Special Opportunity Fund, LP). 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) The Ordinary Shares were issued as per the terms and conditions of the Share Purchase and Convertible Security Agreement with The Australian Special Opportunity Fund, LP (Agreement), details of which were announced to the market on 16 June 2017. The purpose of the issue of the Ordinary Shares is in satisfaction of the Company’s obligations to issue shares upon conversion of the Convertible Security under the Agreement. 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Yes If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 21 November 2017 + See chapter 19 for defined terms. Appendix 3B Page 2 04/03/2013 Appendix 3B New issue announcement 6c Number of +securities issued without security holder approval under rule 7.1 1,591,090 Ordinary Shares 6d Number of +securities issued with security holder approval under rule 7.1A N/A 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) N/A 6f Number of +securities issued under an exception in rule 7.2 N/A 6g 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 6h 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 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements See Annexure 1 7 +Issue dates 1 May 2018 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. + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 3 Appendix 3B New issue announcement 8 9 Number all 89,342,418 Number and +class of +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) Ordinary +Class 641,000 Options 59,880 Tranche 1 Options 104,167 Tranche 2 Options 109,569 Tranche 3 Options 127,470 Tranche 4 Options 124,069 Tranche 5 Options 130,804 Tranche 6 Options 65,617 Tranche 7 Options 8,754,423 Class B Performance Shares Class C Performance Shares Class D Performance Shares 8,754,423 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Fully Paid Shares Number 8,754,423 10 +Class N/A + See chapter 19 for defined terms. Appendix 3B Page 4 04/03/2013 Appendix 3B New issue announcement Part 2 - Pro rata issue 11 Is security required? approval N/A 12 Is the issue renounceable or nonrenounceable? N/A 13 Ratio in which the +securities will be offered N/A 14 +Class of +securities to which the N/A 15 +Record determine N/A 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? N/A 17 Policy for deciding entitlements in relation to fractions N/A 18 Names of countries in which the entity has security holders who will not be sent new offer documents N/A holder offer relates date entitlements to Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. of N/A 19 Closing date for receipt acceptances or renunciations 20 Names of any underwriters N/A 21 Amount of any underwriting fee or commission N/A 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to the issue N/A + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 5 Appendix 3B New issue announcement 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders N/A 25 If the issue is contingent on security holders’ approval, the date of the meeting N/A 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled N/A 27 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 N/A 28 Date rights trading will begin (if applicable) N/A 29 Date rights trading will end (if applicable) N/A 30 How do security holders sell their entitlements in full through a broker? N/A 31 How do security holders sell part of their entitlements through a broker and accept for the balance? N/A 32 How do security holders dispose of their entitlements (except by sale through a broker)? N/A 33 +Issue date N/A + See chapter 19 for defined terms. Appendix 3B Page 6 04/03/2013 Appendix 3B New issue announcement Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of +securities (tick one) (a) +Securities described in Part 1 (b) All other +securities 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 35 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 36 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 37 A copy of any trust deed for the additional +securities + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 7 Appendix 3B New issue announcement Entities that have ticked box 34(b) 38 Number of +securities for which +quotation is sought 39 +Class 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? of +securities for which quotation is sought 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 41 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 + See chapter 19 for defined terms. Appendix 3B Page 8 04/03/2013 Appendix 3B New issue announcement Quotation agreement 1 2 +Quotation of our additional +securities is in ASX’s absolute discretion. may quote the +securities on any conditions it decides. ASX We warrant the following to ASX. • • • 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. • 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. 3 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. 4 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 Date: 1 May 2018 Alistair McKeough + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 9 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 Add the following: • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid +ordinary securities that became fully paid in that 12 month period 77,349,785 654,715 shares issued on 21 June 2017 (ratified on 21 November 2017) 299,401 shares issued on 19 July 2017 (ratified on 21 November 2017) 520,833 shares issued on 25 August 2017 (ratified on 21 November 2017) 730,460 shares issued on 22 September 2017 (ratified on 21 November 2017) 547,845 shares issued on 29 September 2017 (ratified on 21 November 2017) 5,408,487 issued 25 October 2017 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 Nil “A” 85,511,526 + See chapter 19 for defined terms. Appendix 3B Page 10 04/03/2013 Appendix 3B New issue announcement Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 12,826,728 (rounded down) 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 7.4 637,349 shares issued on 2 November 2017 127,470 options issued on 2 November 2017 620,347 shares issued on 1 December 2017 124,069 options issued on 1 December 2017 654,022 shares issued on 17 January 2018 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” 130,804 options issued on 17 January 2018 328,084 shares issued on 16 February 2018 65,617 options issued on 16 February 2018 1,591,090 shares issued on 1 May 2018 4,278,852 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 12,826,728 Note: number must be same as shown in Step 2 Subtract “C” 4,278,852 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 8,547,876 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 11 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” 85,511,526 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 8,551,152 (rounded down) 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 Nil 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” Nil + See chapter 19 for defined terms. Appendix 3B Page 12 04/03/2013 Appendix 3B New issue announcement Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 8,551,152 Note: number must be same as shown in Step 2 Subtract “E” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 8,551,152 + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 13